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 August 31, 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                                            83-05747
-------------------------------                        ----------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation 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 August 31, 2003
-----------------------------                 ---------------------------------
Common Stock Par Value $0.001                         8,204,508 shares

<PAGE>

                         PART I - FINANCIAL INFORMATION

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

                          ITEM 1. FINANCIAL STATEMENTS

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

                                                             Page
                                                             ----

Unaudited Balance Sheet as of August 31, 2003                 1

Unaudited Statements of Operations for the three
month periods ended August 31, 2003 and 2002                  2

Unaudited Statements of Cash Flows for the three
month periods ended August 31, 2003 and 2002                  3

Notes to the Financial Statements                             4


<PAGE>

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

                       DISTRIBUTION MANAGEMENT SERVICES, INC.
                              BALANCE SHEET (UNAUDITED)
                                   AUGUST 31, 2003


                                       ASSETS

Current assets
Cash                                                              $   320,347
                                                                  -----------
Total current assets                                                  320,347


Prepaid consulting and other assets                                    45,000
Proprietary interest in movie rights                                   90,000
                                                                  -----------

                                                                  $   455,347
                                                                  ===========


                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Loans payable - related parties                                   $    61,147
                                                                  -----------
Total current liabilities                                              61,147

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

Total liabilities                                                      81,147


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                                             (1,057,502)
                                                                  -----------

Total stockholders' equity                                            374,200
                                                                  -----------

                                                                  $   455,347
                                                                  ===========


                       See notes to financial statements

                                        1

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
           FOR THE THREE-MONTH PERIODS ENDED AUGUST 31, 2003 AND 2002


                                                    2003              2002
                                                ------------      -----------


Loss from continuing operations                 $   (16,414)      $        --
                                                -----------       -----------

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

Net loss                                        $   (47,530)      $    (2,380)
                                                ===========       ===========

Loss per common share:

   Basic and diluted loss per common share
   from continuing operations                   $    (0.003)      $        --

   Basic and diluted loss per common share
   from discontinued operations                      (0.006)           (0.000)
                                                -----------       -----------

   Basic and diluted total net loss per
   common share                                 $    (0.009)      $    (0.000)
                                                -----------       -----------

Weighted average number of common
   shares outstanding                             5,388,467         5,231,280
                                                ===========       ===========

                       See notes to financial statements

                                        2

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
            FOR THE THREE-MONTH PERIODS ENDED AGUST 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                                  2003         2002
                                                                               ---------    ---------
<S>                                                                            <C>          <C>
Cash flows from operating activities:
  Net loss                                                                     $ (47,530)   $  (2,380)
                                                                               ---------    ---------


  Adjustments to reconcile net loss to net
    cash (used in) provided by operating activities:
      Depreciation                                                                    --        5,200
Additional paid in capital contributed as rent and services performed                 --        4,986
Capitalized interest                                                                  --       (1,875)
      (Increase) decrease in:
         Accounts receivable                                                      11,518        2,733
         Prepaid expenses                                                             --       (1,046)
         Other assets                                                                 --        4,590
      Increase (decrease) in:
         Accounts payable and accrued expenses                                   (20,003)       4,875
         Other liabilities                                                      (100,000)          --
                                                                               ---------    ---------
      Total adjustments                                                         (108,485)      19,463
                                                                               ---------    ---------
Net cash (used in) provided by operating activities                             (156,015)      17,083
                                                                               ---------    ---------
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:
   Bank overdraft                                                                     --           77
Payment of mortgage on recycling plant                                          (375,000)          --
Repayment of loans-related parties                                              (101,200)     (18,498)
                                                                               ---------    ---------
Net cash used in financing activities                                           (476,200)     (18,421)
                                                                               ---------    ---------


Net increase (decrease) in cash and cash equivalents                             317,785       (1,338)

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

Cash and cash equivalents, end of period                                       $ 320,347    $      --
                                                                               =========    =========

Supplemental disclosures of cash flow information:
Cash paid during the year for:
    Interest expense                                                           $      --    $      --
                                                                               =========    =========


Non-cash activities:
    500,000 shares of common stock to be issued
      for payment of proprietary rights in movies
       Value of movie rights                                                   $  90,000    $      --
       Stock subscription payable                                                   (500)          --
       Additional paid in capital                                                (89,500)          --
                                                                               ---------    ---------
                                                                               $      --    $      --
                                                                               =========    =========
</TABLE>
                       See notes to financial statements


                                        3
<PAGE>



                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 AUGUST 31, 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 three months ended August 31,
              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.

                                        4
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 AUGUST 31, 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 three-month period ended
              August 31, 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 three-month period ended
              August 31, 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 three-month period ended August 31, 2002
              included approximately $36,600 of revenues and $39,000 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.

         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.

                                        5
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 AUGUST 31, 2003


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

           RECLASSIFICATIONS

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

         INCOME TAXES

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

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

NOTE 2.  GOING CONCERN

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

NOTE 3.  STOCKHOLDER AND RELATED PARTY TRANSACTIONS

         Through the years, funds have been advanced to the Company by Mr. Leo
         Greenfield (the "President") and or affiliates in which he has an
         interest. The interest bearing balances have been presented as loans
         payables to related parties in the accompanying Balance Sheet. During
         the three-month period ended August 31, 2003 approximately $201,000
         ($100,000 in stock and $101,000 in cash) has been repaid on these
         advances.

         During the period ended August 31, 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 August 31,
         2002, the value of his compensation and the rent was recorded

                                        6
<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 AUGUST 31, 2003



NOTE 3.  STOCKHOLDER AND RELATED PARTY TRANSACTIONS (CONTINUED)

         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
         written and developed 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.

         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.

NOTE 6.  SUBSEQUENT EVENT

         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 newly formed entity has the right to
         manufacture and distribute a camera stabilizer to be used in marine
         filming.

                                        7
<PAGE>

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


         Results of Operations

         Three months ended August 31, 2003 compared to the same period in 2002


         For the three months ended August 31, 2003, the Company received
revenues from the operation of the recycling center of approximately $ 19,400
compared to revenues for the same period in 2002 of $36,600. 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 Company sold the
recycling center to an unaffiliated third party on July 25, 2003. As a result of
the sale during the period, revenues were significantly lower than the same
period in 2002. Expenses decreased from approximately $39,000 for the three
months ended August 31, 2002 to approximately $18,500 for the same period in
2003. The decrease is due to the sale of the recycling center during the period
which resulted in a decrease in general and administrative expenses. As of the
date of this report, the operator of the recyclilng center has not exercised its
option to purchase the center nor the first of its four one-year options to
continue as the operator of the facility. The five-year option to purchase
expires on December 22, 2003. The option to continue as the operator must be
exercised by December 22, 2003.


         Liquidity and Capital Resources

         As of August 31, 2003, the Company had cash on hand of $320,347. The
monthly gross revenue received by the Company from the recycling center averaged
$12,500 per month. As a result of the sale of the recycling center the Company
received gross proceeds of $1,050,000 from which $410,000 was used to fully
satisfy the existing mortgage on the recycling center, $219,000 was to repay
debt owed to unaffiliated third parties and approximately $101,000 was used to
partially repay outstanding principal on loans from affiliates (see below).

                                        8
<PAGE>

         There are currently outstanding two loans from related parties in the
principal sum of $50,000 and $11,147, respectively, 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"), other compensation of
$89,475 for the fiscal years ended May 31, 2002 and 2003. All accrued interest
on these loans, aggregating $99,546 as of year end May 31, 2003, was converted
into equity during the period in the aggregate amount of 765,738 shares of the
Company's restricted common stock based on the Conversion Price. The loans are
due upon demand and bear interest at the applicable Federal rate. 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. These loans may be
converted, in whole or in part, by the related parties in their discretion into
shares of the Company's restricted common stock at fair market value although
there is no assurance given that this will occur.

          Currently the Company has 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
ceratin related party loans is 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 described below, since the Company has also
significantly reduced its outstanding debt to related parties. Management is in
discussions relating to the acquisition of certain income producing assets. No
assurances are given that any assets which may be acquired by the Company will
produce sufficient assets to meet the Company's cash flow requirements. Further,
the acquisition of such assets will require the expenditure of cash and the
issuance of restricted securities. The Company does not have all of the cash
that may be necessary to fund the acquisition and will be required to rely on
the sale of its securities. Management has been in discussions for possible
equity financing in an amount of up to $5,000,0000 through the registration of
its securities. The Company may also determine to sell its restricted securities
on a private placement basis. In either 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.

         In August 2003 the Company issued an aggregate of 250,000 shares of
restricted common stock to a non-affiliated entity and one of its officers to
provide certain consulting services to the Company for the two year period
commencing on July 1, 2003.


         Subsequent to the end of the quarterly period, on September 22, 2003,
the Company entered into an agreement to acquire 100% of the capital stock of
Mako Products, Inc., a newly formed 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


                                        9
<PAGE>


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 agreement, the Company made an initial payment in September 2003 of
$25,000 that management believes is refundable if the acquisition agreement is
terminated. A dispute among the parties has arisen regarding the terms of the
transaction as set forth in the September 22, 2003 agreement. The acquisition
has not occurred or been consummated as of the balance sheet date and is pending
the resolution of the dispute.


         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.

                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------
                  ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

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


         10.1     Agreement between Distribution Management Services, Inc. and
                  Jordan Klein, Sr., Jordan Klein, Jr. and Mako Products, Inc.
                  dated September 22, 2003 filed as an Exhibit and incorporated
                  by reference to the Company's Form 10-QSB filed on October 20,
                  2003.


         31       Section 302 Certification

         32       Section 906 Certification

                                       10

<PAGE>

(b)      Reports on Form 8-K:

         The Company filed a Form 8-K on June 12, 2003 relating to the
         acquisition of certain assets and a Form 8-K on July 28, 2003 relating
         to the sale of the recycling center.

                                       11

<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


                                       12

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.
-----------


31       Section 302 Certification

32       Section 906 Certification

                                       13