UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                For the quarterly period ended November 30, 2002
                                                ----------------

                                       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                                     83-05747
---------------------------------------------     -----------------------------
(State or other jurisdiction of incorporation     (IRS Employer Identification
         or organization)                                  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. [ ] Yes [X] 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, 2002
-------------------------------              -----------------------------------
         Common Stock                                5,231,280 shares
         Par Value $0.001

<PAGE>

                         PART I - FINANCIAL INFORMATION

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                  ITEM 1. FINANCIAL STATEMENTS

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                                                                  Page

Unaudited Balance Sheets as of November 30, 2002                   3-4

Unaudited Statements of Operations for the three
and six months ended November 30, 2002 and 2001                     5

Unaudited Statements of Cash Flows for the six
months ended November 30, 2002 and 2001                             6


                                       2

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                            BALANCE SHEET (UNAUDITED)
                                NOVEMBER 30, 2002



                                     ASSETS

Current assets

Cash  and equivalents                                 $    385
   Accounts receivable                                  12,005
Prepaid and other                                       42,766
                                                      --------
Total current assets                                    55,156

Property, plant and equipment, net                     896,953

Other assets                                             4,850
                                                      --------

Total assets                                          $956,959
                                                      ========

                       See notes to financial statements.

                                       3
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                            BALANCE SHEET (UNAUDITED)
                                NOVEMBER 30, 2002



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable                                               $    10,765
Accrued interest                                                    85,393
Loans payable - related party                                      302,392
                                                               -----------
Total current liabilities                                          398,550

Convertible debenture                                               20,000
Long term mortgage payable                                         375,000
                                                               -----------
                                                                   395,000

Stockholders' equity

   Common stock, $0.001 par value, 15 million shares
     authorized, 5,231,280 shares issued and  outstanding            5,231
   Additional paid in capital                                    1,085,553
Less: subscription receivable                                       (3,600)
   Accumulated deficit                                            (923,775)
                                                               -----------
                                                                   163,409
                                                               -----------

                                                               $   956,959
                                                               ===========
                       See notes to financial statements.

                                       4
<PAGE>

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


<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED NOVEMBER 30,      SIX MONTHS ENDED NOVEMBER 30,
                                        2002              2001              2002              2001
                                      --------          --------          --------          --------

<S>                                   <C>               <C>               <C>               <C>
Revenues                              $ 37,398          $ 30,420          $ 74,022          $ 62,525
                                      --------          --------          --------          --------
Expenses

   General and administrative            2,451               654             7,653             1,642
Salaries                                 5,550             4,100             9,450             8,250
Professional fees                        2,400             3,528            11,900            15,630
License and taxes                          671                --               971                --
   Rent                                  1,086             1,086             2,172             2,172
Repairs and maintenance                     95                --             1,045                12
   Depreciation                          5,200             5,000            10,400            10,000
                                      --------          --------          --------          --------
                                        17,453            14,368            43,591            37,706
                                      --------          --------          --------          --------
Income from operations                  19,945            16,052            30,431            24,819

Other income/(expenses)
Interest expense                       (15,352)          (11,750)          (31,953)          (23,000)
Other income                                --                --             1,360               578
                                      --------          --------          --------          --------
                                       (15,352)          (11,750)          (30,593)          (22,422)
                                      --------          --------          --------          --------

Net income (loss)                     $  4,093          $  4,302          $   (162)         $  2,397
                                      ========          ========          ========          ========


Earnings (loss) per common share      $  0.001          $  0.001          $ (0.000)         $  0.000
                                      ========          ========          ========          ========
</TABLE>

                       See notes to financial statements.

                                       5

<PAGE>

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


<TABLE>
<CAPTION>
                                                                         Six months ended November 30,
                                                                              2002          2001
                                                                           -----------------------
<S>                                                                        <C>            <C>
Cash flows from operating activities:

  Net (loss) income                                                        $   (162)      $  2,397
                                                                           --------       --------

  Adjustments to reconcile net loss to net cash provided by operating
    activities:
      Depreciation                                                           10,400         10,000
      Additional paid in capital contributed as rent and services performed   9,972          9,972
      (Increase) decrease in accounts receivable                              3,961            411
      (Increase) decrease in prepaid expenses                                (2,094)        (2,094)
      (Increase) decrease in other assets                                     4,590             --
      Increase (decrease) in accounts payable and accrued expenses              750        (41,932)
                                                                           --------       --------
      Total adjustments                                                      27,579        (23,643)
                                                                           --------       --------
Net cash provided by operating activities                                    27,417        (21,246)
                                                                           --------       --------

Cash flows from investing activities:

     Capital expenditures                                                        --         (6,312)
Net cash used in investing activities                                            --         (6,312)
Cash flows from financing activities:
     Proceeds from stockholders and related party loans                          --         22,995
     Repayment of stockholders and related party loans                      (28,370)            --
                                                                           --------       --------
Net cash used in financing activities                                       (28,370)        22,995
                                                                           --------       --------

Net decrease in cash and cash equivalents                                      (953)         1,749

Cash and cash equivalents, beginning of period                                1,338          6,335
                                                                           --------       --------

Cash and cash equivalents, end of period                                   $    385       $  8,084
                                                                           ========       ========
</TABLE>

                       See notes to financial statements.

                                       6

<PAGE>

--------------------------------------------------------------------------------

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


         RESULTS OF OPERATIONS

         Three months ended November 30, 2002 compared to the same period in
2001

         For the three months ended November 30, 2002, the Company received
revenues from the operation of the recycling center of approximately $37,300
compared to revenues for the same period in 2001 of $30,400. These revenues
represent the Company's 10% and 6% share of recycling revenues for the first 450
yards and all yards above 450, respectively, received daily pursuant to the
terms of the Assumption Agreement which modified the Amended Operation Agreement
with the operator of the Company's recycling center. The approximately 21%
increase in revenues is attributable to the increased percentage of total
revenues the Company receives under the terms of the Assumption Agreement.
Expenses increased from approximately $9,400 for the three months ended November
30, 2001 to approximately $12,300 for the same period in 2002. The increase is
due to an increase in general and administrative expenses of approximately
$1,800 and approximately $1,500 for salaries during the period which was offset
by a reduction in professional fees of approximately $1,100 or approximately
31%.

         The gross volume of materials delivered to the recycling center
averaged approximately 1,100 yards per day in the three months ended November
30, 2002 which is approximately 27 % less than the anticipated volume of 1,500
yards per day but is approximately 11% more than the gross volume delivered in
the same period in fiscal 2001. While these numbers represent a positive upward
trend in the amount of materials that are being delivered to the recycling
center on a daily basis, management believes that these numbers should and could
be increased.

                                       7

<PAGE>

         Six months ended November 30, 2002 compared to the same period in 2001

         For the six months ended November 30, 2002, the Company received
revenues from the operation of the recycling center of approximately $74,000
compared to revenues for the same period in 2001 of $62,500. The approximately
17% increase in revenues is attributable to the increased percentage of total
revenues the Company receives under the terms of the Assumption Agreement.
Expenses increased from approximately $27,700 for the six months ended November
30, 2001 to approximately $33,200 for the same period in 2002. The approximate
increase of 20% is due to a significant increase in general and administrative
expenses of approximately $6,000 for the period which was offset by a reduction
in professional fees of $3,700.

         LIQUIDITY AND CAPITAL RESOURCES

         As of November 30, 2002, the Company had cash on hand of $385. The
monthly gross revenue received by the Company from the recycling center
currently averages $12,000 per month. Management expects that this amount will
continue to increase although it cannot accurately determine the amount of such
increase, if any. The Company obtained an extension on the current mortgage on
the recycling center until February 1, 2004.

          Management anticipates that cash flow from revenues, which is expected
to average approximately $12,000 to $15,000 per month during the remainder of
the current fiscal year, will be sufficient to finance the Company's working
capital requirements for the next 12 months, including the funds required to pay
the $4,099 per month mortgage expense. The Company's monthly cash operating
expense averages approximately $6,000, which amount is not expected to
materially increase based upon current operations. If the Company is unable to
secure alternative funding necessary to satisfy its existing obligations, it may
be unable to continue as a going concern.

         There are currently outstanding three loans from related parties in the
principal sum of $94,414, $57,978 and $150,000, respectively. The first two
loans accrue interest at a rate of 7% per year and the $150,000 loan, owed to
the Company's President, accrues interest at 5% per year. Accrued interest on
these loans aggregated $85,393 as of November 30, 2002. These loans have no set
maturity date and are due upon demand. In the event that the Company is unable
to pay these notes at the time any demand is made, management expects that the
loans will be extended by the lenders although no assurances are given. These
related parties have no obligation to make any further loans to the Company in
the future notwithstanding that they have made loans in the past.

         From time to time, the Company may evaluate potential acquisitions
involving complementary businesses, services, products or technologies.
Management is in discussions with a company which owns other recycling centers
to purchase an interest in the Company's recycling center. As of the date of
this Report, there are no final agreements or understandings

                                       8

<PAGE>

with respect to any such acquisition and no assurance can be given that the
transaction will occur. 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. If operations are
expanded through growth or acquisitions, the Company will 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 which may be hired
will be determined by the continuity or modification of the present Agreement
and/or its expansion into the trucking and container operations and/or
acquisition of a landfill. 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.

                           PART II - OTHER INFORMATION
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                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------



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

         99.1     Certification pursuant to 18 U.S.C.Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

(b)      Reports on Form 8-K:

         None

                                       9

<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:   January 21, 2003                 By: /s/ Leo Greenfield
                                              ----------------------------
                                              Leo Greenfield, President,
                                              Chief Executive Officer
                                              and Chief Financial Officer

                                       10

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.

99.1  Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


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