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    August 31, 2001
                                        ----------------------------------------

                                       OR

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

         For the transition period from               to
                                       --------------     ---------------------

Commission File No. 0-30404

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

               Florida                                     83-0574760
--------------------------------                 -------------------------------
(State or other jurisdiction of                  (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. ____ [ ] 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 August 31, 2001
----------------------------------             ---------------------------------
       Common Stock                                    5,231,280 shares
     Par Value $0.001


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                                                         Page

Unaudited Balance Sheets as of August 31, 2001 and 2000                   2

Unaudited Statements of Operations for the three months
ended August 31, 2001 and 2000                                            3

Unaudited Statements of Cash Flows for the three months
ended August 31, 2001 and 2000                                            4

Unaudited Statements of Stockholders' Equity                              5

Notes to Unaudited Financial Statements                                   6

<PAGE>

<TABLE>
<CAPTION>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                                 BALANCE SHEETS
                                    Unaudited
                                                           Quarter Ending    Quarter Ending
                                                            Aug. 31, 2001    Aug. 31, 2000
                                                           --------------    --------------
              ASSETS
              ------
<S>                                                           <C>            <C>
Current Assets:
     Cash                                                     $     3,004    $      (202)
     Accounts receivable                                           11,702          5,911
     Prepaid interest                                              37,531         28,786
                                                              -----------    -----------
                 Total current assets                         $    52,237    $    34,495

Property, Plant and Equipment:
     Land                                                         125,000        125,000
     Plant                                                        829,969        819,894
     Less:  Accumulated Depreciation                              (50,000)       (30,000)
                                                              -----------    -----------
                 Net Property, Plant and Equipment            $   904,969    $   914,894

Other Assets:
     Deposits                                                       4,590          4,590
                                                              -----------    -----------
     Total other assets                                             4,590          4,590
     Total assets                                             $   961,796    $   953,979
                                                              ===========    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
Current Liabilities:
     Accounts payable                                              86,731        106,354
     Accrued interest                                              70,731         60,656
     Notes payable - stockholder and related party                266,867        208,692
     Litigation settlement                                             --        275,000
     Customer deposit                                                  --          5,000
     Advances payable                                                  --         19,951
                                                              -----------    -----------
                 Total current liabilities                    $   424,329 $      675,653

Long-Term Liabilities:
     Mortgage payable                                             375,000        375,000
     Convertible Debenture                                         20,000         20,000
                                                              -----------    -----------
                 Total long-term liabilities                  $   395,000 $      395,000

Stockholders' Deficiency:
     Common stock; 15,000,000 shares of $.001 par value
     authorized; 5,226,280 shares issued and outstanding
     through 12/15/00 then authorized; 5,281,280
     shares issued and outstanding                                  5,281          5,226
     Additional paid-in capital                                 1,060,573        802,158
     Accumulated deficit                                         (919,787)      (920,458)
     Subscription receivable                                       (3,600)        (3,600)
                                                              -----------    -----------
                 Total stockholders' equity                       142,467       (116,674)
                                                              -----------    -----------
                 Total liabilities and stockholders' equity   $   961,796    $   953,979
                                                              ===========    ===========
</TABLE>

                       See notes to financial statements.


                                        2


<PAGE>



<TABLE>
<CAPTION>
                     DISTRIBUTION MANAGEMEN'T SERVICES, INC.
                            STATEMENTS OF OPERATIONS
                                    Unaudited



                                                 Quarter Ending   Quarter Ending
                                                  Aug. 31, 2001   Aug. 31, 2000
<S>                                                <C>             <C>
Operating Income:
              Recycling fees                       $    32,105     $    26,156
                                                   -----------     -----------
                          Operating Income              32,105          26,156


Operating Expenses:                                     34,588          26,343
                                                   -----------     -----------
                          Net Operating Income          (2,483)           (187)

              Extraordinary Income                         578               0
                                                   -----------     -----------
Net Income (Loss)                                       (1,905)           (187)

Net Income (Loss) Per Common Share                     (0.0004)        (0.0000)

Weighted Average Number of
Common Shares Outstanding                            5,281,280       5,226,280

</TABLE>



                       See notes to financial statements.


                                      3



<PAGE>

<TABLE>
<CAPTION>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                            STATEMENTS OF CASH FLOWS
                                    Unaudited


                                                                 Quarter           Quarter
                                                                 Ending            Ending
                                                              Aug. 31, 2001     Aug. 31, 2000
                                                              -------------     -------------


Cash Flows from Operating Activities:
<S>                                                              <C>               <C>
      Net Income (Loss)                                          $ (1,905)         $   (187)
      Adjustments to reconcile net loss to net cash
           provided by (used in) operating activities:
               Litigation settlement                                    0                 0
               Credit for estimated fair value of services
                    performed by officer                            3,900             3,900
               Credit for estimated fair value of office space      1,086             1,086
               Depreciation                                         5,000             5,000
               Changes in operating assets and liabilities:
                    Increase in accounts receivable                  (666)           (2,200)
                    Decrease (increase) in prepaid interest        (1,047)           (3,000)
                    Increase in accrued interest payable            2,772             2,772
                    Increase (decrease) in accounts payable             1            (3,934)
                    Customer Deposits                                   0                 0
                                                                 --------          --------
           Net cash used in operating activities                    9,141             3,437

Cash Flows from Investing Activities:
      Construction of recycling facility                           (2,772)                0
                                                                 --------          --------
           Net cash used in investing activities                   (2,772)                0

Cash Flows from Financing Activities:
      Repayment of advance payable                                      0           (12,568)
      Proceeds from stockholder and related party loans                 0             7,300
      Repayment of stockholder and related party loans             (9,700)                0
                                                                 --------          --------
           Net cash (used in) provided by financing activities     (9,700)           (5,268)

Net (Decrease) Increase in Cash                                    (3,331)           (1,831)

Cash, Beginning                                                     6,335             1,629
                                                                 --------          --------

Cash, Ending                                                     $  3,004          $   (202)
                                                                 ========          ========
</TABLE>

                       See notes to financial statements.

                                       4
<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.
                   STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
                                    Unaudited

<TABLE>
<CAPTION>

                                                                                 Stock    Additional
                                                                             Subscription  Paid-In         Accumulated
                                                           Shares    Amount   Receivable   Capital     Deficit      Total
                                                           ------    ------   ----------   -------     -------      -----

<S>                                                    <C>            <C>           <C>       <C>         <C>         <C>
Balance, May 31, 2000                                  $ 5,226,280    $     5,226   $ (3,600) $ 800,698   $ (923,798) $(121,474)
Quarter Ending Aug. 31, 2000
Stock issued                                                     0              0                     0
Credit for estimated fair value of
  services performed by officer                                                                   3,900
Credit for estimated fair value of
  office space used                                                                               1,086
Net (Loss)                                                                                                      (187)
                                                       -------------------------------------------------------------------------
Balance, Aug. 31, 2000                                 $ 5,226,280    $     5,226   $ (3,600) $ 805,684   $ (923,985) $(116,675)
                                                       =========================================================================

Quarter Ending Nov. 30, 2000
Stock issued                                                     0              0                     0
Credit for estimated fair value of services
  performed by officer                                                                            3,900
Credit for estimated fair value of office
  space used                                                                                      1,086
Net Income                                                                                                     4,109
                                                       -------------------------------------------------------------------------
Balance, Nov. 30, 2000                                 $ 5,226,280    $     5,226   $ (3,600) $ 810,670   $ (919,876) $(107,580)
                                                       =========================================================================

Quarter Ending Feb. 28, 2001
Stock issued (12-15-00)                                     55,000             55               234,945
Credit for estimated fair value of services
  performed by officer                                                                            3,900
Credit for estimated fair value of office space used                                              1,086
Net Income                                                                                                     2,385
                                                       -------------------------------------------------------------------------
Balance, Feb. 28, 2001                                 $ 5,281,280    $     5,281   $ (3,600)$1,050,601   $ (917,491) $ 134,791
                                                       =========================================================================


Quarter Ending May 31, 2001
Credit for estimated fair value of services
  performed by officer                                                                            3,900
Credit for estimated fair value of office space used                                              1,086
Net (Loss)                                                                                                      (392)
                                                       -------------------------------------------------------------------------
Balance, May 31, 2001                                  $ 5,281,280    $     5,281   $ (3,600)$1,055,587   $ (917,883) $ 139,385
                                                       =========================================================================


Quarter Ending Aug. 31, 2001
Credit for estimated fair value of services
  performed by officer                                                                            3,900
Credit for estimated fair value of office
  space used                                                                                      1,086
Net (Loss)                                                                                                    (1,905)
                                                       -------------------------------------------------------------------------
Balance, Aug. 31, 2001                                   $5,281,280   $ 5,281    $ (3,600)$1,060,573   $ (919,788) $ 142,466
                                                       =========================================================================
</TABLE>


                       See notes to financial statements.

                                        5

<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 AUGUST 31, 2001

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Enterprise

     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. The
     company ceased being a development stage company during the year beginning
     June 1, 1999. The plant operations were substantial based on its design.
     That year the purpose of the operating plant was achieved.

Property, Plant, and Equipment

     Property, plant and equipment are recorded at cost, including interest
     incurred during the period of construction. Depreciation has been
     calculated using the straight-line method of depreciation over the
     estimated useful lives of the assets. The estimated useful life of the
     recycling facility is 40 years.

Revenue Recognition

     The limited revenues generated by the Company consist solely of recycling
     fees in connection with the Operation Agreement described in Note 5. The
     Company recognizes revenue when the recycling services are performed.

Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Actual results could differ from those estimates.

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
     earnings 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 upon the exercise of options and warrants
     would be anti-dilutive.

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.

Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
     133 requires companies to recognize all derivative contracts as either
     assets or liabilities in the balance sheet and to measure them at fair
     value.

                                       6


<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                 AUGUST 31, 2001

Recent Accounting Pronouncements (Continued)

     If certain conditions are met, a derivative may be specifically designated
     as a hedge, the objective of which is to match the timing of the gain or
     loss recognition on the hedging derivative with the recognition of (i) the
     changes in the fair value of the hedged asset or the liability that are
     attributable to the hedged risk or (ii) the earnings effect of the hedged
     forecasted transaction. For a derivative not designated as a hedging
     instrument, the gain or loss is recognized in income in the period of
     change. On June 30, 1999, the FASB issued SFAS No. 137, "Accounting for
     Derivative Instruments and Hedging Activities-Deferral of Effective Date of
     FASB Statement No. 133". SFAS No. 133 as amended by SFAS No. 137 is
     effective for all fiscal quarters of fiscal years beginning after June 15,
     2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
     Derivative Instruments and Certain Hedging Activities". SFAS No. 133 as
     amended by SFAS No. 137 and 138 is effective for all fiscal quarters of
     fiscal years beginning after June 15, 2000.

     Historically, we have not entered into derivative contracts to hedge
     existing risks or for speculative purposes. Accordingly, we do not expect
     adoption of the new standard to have a material effect on our consolidated
     financial statements.

     In December 1999, the Securities and Exchange Commission issued Staff
     Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
     Statements." SAB 101 provides guidance for revenue recognition under
     certain circumstances, and is effective during the first quarter of fiscal
     year 2001. SAB 101 is not expected to have a material effect on our
     consolidated results of operations, financial position, and cash flows.

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. There are
     significant uncertainties with regard to the Company's ability to generate
     sufficient cash flows from operations or other sources 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. MORTGAGE PAYABLE

     Mortgage payable to an individual; collateralized by the property, plant,
     and equipment. Interest at 12% is payable monthly. Principal is due March
     31, 2004 in the amount of $375,000.

NOTE 4. STOCKHOLDER AND RELATED PARTY TRANSACTIONS

     There are significant funds that have been advanced by or through Mr. Leo
     Greenfield evidenced by the amounts carried on the Balance Sheet as a
     current liability. This liability could adversely affect cash flow in the
     future.

                                       7


<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                 AUGUST 31, 2001

NOTE 5. COMMITMENTS AND CONTINGENCIES

Litigation Settlement

     A suit was filed against the Company by two former stockholders alleging
     that a principal stockholder of the Company forged their names on certain
     agreements, contracts and stock certificates. One former stockholder
     entered into a settlement agreement with the Company, which provided for
     the payment of $185,000 and the issuance of 5,000 shares of common stock
     valued at $10,000. On July 7, 1999, the Company paid $135,000 of this
     obligation with the remaining $50,000 of this obligation and the issuance
     of 5,000 shares of common stock due December 31, 1999. The Company has
     reached an agreement in principle with the second former stockholder to
     settle this claim. As settlement, the Company will issue shares of common
     stock valued at approximately $215,000. This settlement was subsequently
     completed by the parties and the case dismissed permanently. This was
     reflected by stock issued during the fiscal year ending May 31, 2001.

Construction Liens

     As of August 31, 2001, there remains litigation open though settled in
     principle by the parties and the agreed liabilities recorded. It may be
     possible that these amounts may change but management is confident that
     amounts recorded in the accounts payable section will be sufficient to meet
     these obligations.

Operation Agreement

     During December 1998, the Company entered into an Operation Agreement (as
     amended) with a management company to operate a recycling facility. The
     agreement called for an advance to the Company by the management company in
     the amount of $75,000. The management company will be reimbursed by
     retaining fifty percent of the gross amounts collected until the advance is
     fully repaid. Interest will accrue on the unpaid balance at a rate of 7%
     per month. Use of the advanced funds was exclusively for the purpose of
     obtaining the use permit from the City of Miami and the completion of any
     necessary work for the commencement of the facility's operations. As of
     August 31, 2001, there is no outstanding balance.

     The agreement also stated that the management company will operate the
     facility on a day to day basis, including providing equipment necessary for
     operations, performing hiring and firing of its employees and paying all
     necessary operating expenses relating to the operations of the facility.

     The Company will receive revenues in an amount equal to 6% of amounts
     collected for receipt of 0 - 450 cubic yards of construction and demolition
     debris received each day, less any applicable local, state or federal sales
     taxes due thereon. For each cubic yard in excess of 450 yards per day, the
     Company will receive an amount equal to 10% of the gross amounts collected.

     The agreement also includes an option to purchase the facility. The option
     is exercisable during the first five years of the Company's operation.
     Based on the timing of the exercise of the option, the purchase price
     ranges from $1,495,000 to $2,275,000.

     The term of the agreement is for five years commencing December 22, 1998
     and automatically renews for four sequential terms of one year each.

                                       8

<PAGE>


                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                 AUGUST 31, 2001

Environmental Regulation and Compliance

     The Company is subject directly and indirectly to regulations and various
     laws of both the State of Florida and Miami-Dade County as well as Federal
     regulations and statutes. The Company believes it is in compliance with all
     applicable laws and has obtained an annual solid waste operating permit,
     which company keeps current.

NOTE 6. RELATED PARTY TRANSACTIONS

     The Company uses the office facilities of a related party as its
     administrative offices. There is currently no lease agreement with this
     related party. The Company records an imputed rent, which is charged to
     operations.

     The Company's president has agreed not to receive any compensation. The
     value of his services is recorded as estimated fair value of his services
     in the Statement of Change in Stockholders' Equity.

NOTE 7. INCOME TAXES

     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 (see below).

     As of August 31, 2001, the Company estimates that it has net operating loss
     carry forwards of approximately $920,000, which expire in various years
     through 2016; however, the utilization of the benefits of such carry
     forwards may be limited, as more fully discussed below. Sufficient
     uncertainty exists regarding the realization of these operating loss carry
     forwards and, accordingly, deferred tax assets of approximately $373,000 as
     of August 31, 2001 were subject to and presented net of a 100% valuation
     allowance, therefore, zero.

     The Company is delinquent in the filing of various federal, state and local
     income and other tax returns. The ultimate determination of the Company's
     taxable income, including the amount and expiration dates of net operating
     loss carry forwards, is subject to, among other things, certain
     restrictions as a result of the late filing of the various tax returns. The
     Company may also be subject to possible review and examination of such tax
     returns by the appropriate taxing authorities. Additional income taxes,
     including penalties for non-compliance and interest, if any, which may be
     assessed, will be charged to operations when determined.

                                       9


<PAGE>

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                                 AUGUST 31, 2001

NOTE 7. INCOME TAXES (Continued)

         In accordance with certain provisions of the Tax Reform Act of 1986, a
         change in ownership of greater than 50% of a corporation within a three
         year period will place an annual limitation on the corporation's
         ability to utilize its existing tax benefit carry forwards. Under such
         circumstances, the potential benefits from utilization of the tax loss
         carry forwards as of that date may be substantially limited or reduced
         on an annual basis. To the extent that net operating loss carry
         forwards, when realized, relate to stock option deductions, the
         resulting benefits will be credited to stockholders' equity.


                                       10


<PAGE>


       Item 2. Management's Discussion and Analysis of Financial Condition
                            and Results of Operations


     Results of Operations

     Three months ended August 31, 2001 compared to the same period in 2000

     For the quarter ended August 31, 2001, the Company received revenues from
the operation of the recycling center of approximately $32,100 compared to
revenues for the same period in 2000 of $26,160. 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 increase in revenues is
attributable to the increased percentage of total revenues the Company receives
under the terms of the Assumption Agreement and the fact that the advance from
the original operator for permitting and related fees and expenses was repaid in
the second quarter of fiscal 2000. General and administrative expenses increased
minimally from approximately $26,340 for the quarter ended August 31, 2000 to
approximately $29,590 for the same period in 2001.

     The gross volume of materials delivered to the recycling center averaged
approximately 1,000 yards per day in the quarter ended August 31, 2001 which is
approximately 16% less than the anticipated volume of 1,200 yards per day but is
approximately 20% more than the gross volume delivered in the same period in
fiscal 2000. Management believes that these numbers represent a positive upward
trend in the amount of materials that are being delivered to the recycling
center on a daily basis.

                                       2
<PAGE>


     Liquidity and Capital Resources

     As of August 31, 2001, the Company had cash on hand of approximately
$3,000. The monthly gross revenue received by the Company from the recycling
center currently averages $10,000 per month. Management expects that this amount
will 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 $ 10,000 to $12,000 per month during fiscal 2001, 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 two loans from related parties in the
principal sum of $14,000 and $102,900, respectively. Both loans, which are
payable on demand and bear no interest, are due in February 2002. In the event
that these notes are not repaid when due, management expects that the maturity
dates 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. The
Company has no present agreements or understanding with respect to any such
acquisition. The Company's future capital requirements will depend on many
factors, including 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.

                                       3

<PAGE>


                           PART II - OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K

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

     None

(b)  Reports on Form 8-K:

     A report on Form 8-K was filed with the Commission on July 23, 2001 and
     amended on August 3, 2001.


                                       4


<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 :   November 16 , 2001             By: /s/ Leo Greenfield
                                             ----------------------------------
                                                 Leo Greenfield,  President and
                                                 Principal Financial Officer



distribution management\8-31-01 Form 10-qsb