8-K 1 dms8k120710.txt CURRENT REPORT DATED DECEMBER 7, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 http://www.sec.gov FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 For the Period Ended: December 7, 2010 (Date of Earliest Transaction Associated with this Report: December 7, 2010) DISTRIBUTION MANAGEMENT SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Florida 0-27539 65-0574760 (State of Incorporation) (Commission File Number) (IRS FEIN) 2171 Monroe Avenue Suite 204 Rochester, New York 14618 (Address of Principal Executive Office) (877) 383-7396 (Registrant's Telephone Number) This Form 8-K filing is NOT intended to simultaneously satisfy written communications pursuant to Rule 425 under the Securities Act, soliciting material pursuant to Rule 14a-12 under the Exchange Act, pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act, pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. --------------------------- ANY INVESTMENT IN OUR SECURITIES REPRESENTS A HIGH DEGREE OF RISK. DO NOT INVEST IN OUR SECURITIES UNLESS YOU ARE PREPARED TO, AND CAPABLE OF, LOSING YOUR ENTIRE INVESTMENT. ANY STATEMENT OR REPRESENTATION TO THE CONTRARY BY ANY PERSON IS A CRIMINAL VIOLATION OF U. S. FEDERAL SECURITIES LAWS. WE ENCOURAGE YOU TO CONSULT WITH A LICENSED INVESTMENT ADVISOR OR OTHER LICENSED LEGAL OR FINANCIAL PROFESSIONAL PRIOR TO INVESTING IN OUR SECURITIES. NOTHING IN THIS REPORT SHOULD BE CONSIDERED TO SELL, OFFER TO SELL, BUY, OR OFFER TO BUY ANY SECURITIES OF THE ISSUER. NOTICE OF ADVICE OF FORWARD-LOOKING STATEMENTS. Some of the statements we are making in various sections or items of this report are subjective and written in our favor. We consider these types of statements to be "forward-looking." Consequently, we are claiming "safe harbor" for these statements. Please refer to Section 27A of the Securities Act of 1933 (15 U. S. C. 77z-2) and Section 21E of the Securities Exchange Act of 1934 (15 U. S. C. 78u-5) for additional definitions and information on forward-looking statements and eligibility by any Registrant for safe harbor. The forward-looking statements of which we speak to ARE NOT HISTORIC FACTS; rather, these statements are based upon OPINIONS AND ESTIMATES OF OUR SENIOR EXECUTIVE MANAGEMENT and ARE ONLY VALID ON THE DATE WE MAKE SUCH STATEMENTS. EVERY FORWARD-LOOKING STATEMENT REFLECTS AN INHERENT UNCERTAINTY THAT COULD CAUSE THE ACTUAL RESULTS OF ANY SUCH EVENT TO DIFFER MATERIALLY FROM THE PLANS, PROJECTIONS, OR EXPECTATIONS EXPRESSED OR IMPLIED IN SUCH STATEMENT MADE BY OUR SENIOR EXECUTIVE MANAGEMENT ON THE DATE ANY SUCH STATEMENT IS OR WAS MADE. WE MAY BE OVERLY OPTIMISTIC IN OUR STATEMENTS TO YOU ABOUT OUR BELIEFS AND EXPECTATIONS OF ANY PLAN OR EVENT ASSOCIATED WITH THESE FORWEARD-LOOKING STATEMENTS. These forward-looking statements may be identified by words we use, like "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "contemplate," "prospective," "attempt," "propose," and similar expressions or terms, any of which imply our use of a forward-looking statement. WE ADVISE YOU TO NOT PLACE TOO MUCH INFLUENCE OR RELIANCE ON ANY MATTER WHERE WE USE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE ONLY GOOD ON THE DATE WE MAKE THEM. WE UNDERTAKE NO OBLIGATION TO UPDATE THESE FORWARD- LOOKING STATEMENTS, OR ANY INFORMATION ASSOCIATED WITH THEM, IN THIS OR IN ANY FUTURE FILING, SCHEDULE, OR REPORT. --------------------------- SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.03, MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS. For the period of this report, we did not modify the constituent instruments defining the rights of our stockholders. Limitations on Our Available Working Capital. We are experiencing severe limitations on our available working capital and we cannot locate a suitable source either to invest in us or to loan us money under commercially reasonable terms. Independent of our capability to obtain certain, limited advances or loans from our Co-President, Randolph Hudson, from our Co-President, Michael Grande, or from other members of their respective direct families, we have been unable to secure independent sources of working capital or financing. We are obligated to notify the SEC, our stockholders, prospective investors, and the public of the limitations or restrictions related to our available or forecast working capital, particularly, when we are disclosing the type of information disclosed in Section 7, Item 7.01 of this report. For approximately 30 months prior to the date of this report, the limitations on our available working capital have been limited due to a combination of the following principal factors: (1) the overall expense we were required to bear to administer our corporate affairs in the ordinary course, (2) the expense to respond to claim under a number of matters which have been and continue to be in litigation (including our pursuit in litigation to claims in actions to which we believe we are rightfully entitled, (3) difficulties related to the discontinuation of certain of our operations, namely those in Poinciana, Florida and in San Juan, Argentina, both of which were discontinued between one and one-half and two and one-half years prior to the date of this report because we were unable to obtain suitable and adequate capital or credit accommodations to conduct our then ongoing plan of operations and development, (4) our inability to qualify for suitable capital or credit facilities as the result of (a) our then failure to file our periodic and annual reports with the SEC in accordance with our obligations under Section 13(a) of the Securities Exchange Act of 1934 and (b) by our inability to resume the quotation of our common stock on the Over- the-Counter Bulletin Board as the result of our reporting obligation delinquency, (5) the limitations on our capability to engage the needed number of qualified administrative, accounting, and legal personnel or retainers, and (6) due to the overall downturn in the United States financial and credit markets as the direct result of the recession. We are in the process of completing a merger with a business combination- related shell company (which we previously disclosed in one or more filings pursuant to Rule 425), and, we continue to remedy certain internal operating deficiencies and prior administrative shortcomings by the election of new directors and by our appointment of new executive officers, as the result of the absence of any new, immediate, and adequate working capital or satisfactory credit accommodations to resolve our cash-flow difficulties, we must notify our stockholders that our Board of Directors does not intend to declare or pay a cash dividend in the near future. This is not to say that our Board of Directors will not declare a special dividend to the holders of a certain series of our common stock, however, following the closing of the merger, we will cease to exist and the proponent to the merger, Montana Acquisition Corporation and its Board of Directors will determine if and when a dividend, in cash or in stock, will be paid or declared. Of course, we cannot speak as to the acts or activities of Montana, its shareholders, officers, or directors. From approximately October 17, 2008 to-date, we have not sold directly sold any shares of our common voting equity or preferred debt securities to any person or entity, and, through the closing of the merger, which we expect to occur prior to December 31, 2010 (subject to the requisite approvals or consents of the SEC, FINRA, NASDAQ, and OTC Markets, we do not intend to sell any shares of our common or preferred stock to any person or entity. For us to continue as a going concern, we must be able to enter into and consummate the business combination transaction with Montana and Montana must accept the responsibility to discharge or otherwise agree to compromise or otherwise reorganize our debts and financial obligations, and, Montana must be willing to negotiate or otherwise compromise our pending litigation. Lest none of these events occur in a timely fashion, it is unlikely we will be able to continue as a going concern. In the interim, Messrs. Hudson and Grande have agreed to extend us a sum sufficient for us to perform our minimum corporate and administrative obligations, including all of the reports, schedules, and disclosures that we will be required to file with the SEC, and other bodies regulatory or government in order to consummate the merger. Such advances to us by Messrs. Hudson and Grande, respectively, will be non-interest bearing to us or to them and will be accounted for on our financial statements and books-of-account as loans from shareholders and/or officers and/or directors, depending on the method of accounting used by our accountants and that will be most practical and that will serve their mutual and respective interests. --------------------------- SECTION 7 - REGULATION FD ITEM 7.01, DISCLOSURE OF MATERIAL AND NON-PUBLIC INFORMATION TO THE PUBLIC. On December 7, 2010, we released material and non-public information to the public by way of publishing the information through a number of mediums and on other websites that are limited in providing information to our shareholders and the public-at-large. We released this information due to certain recent events about us, and, because there is not adequate current information about us on the SEC's, nor on any broadly accessible website or information medium, including our own. The information disseminated in the announcement, which is annexed as an exhibit to this report, was not made through another method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of this type of information to the public. The exhibit that is annexed to this report is deemed to be an intentional disclosure and was made by one of our "senior officials," as that term is defined in Regulation FD. The proposed shareholder and corporate actions described in the attached exhibit have not been approved or disapproved by the SEC. Further, the SEC did not pass upon the fairness or merits neither of the described proposed shareholder actions, nor upon the accuracy or adequacy of the information described in the exhibit. Any representation to the contrary is unlawful. Further information on this subject or the contents of the annexed may be obtained by writing to us at the address on the cover of this report. --------------------------- SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01, EXHIBITS We deem the information set forth in the annexed exhibit to be "filed," as that term is defined in Section 18 of the Securities Exchange Act of 1934. EXHIBIT DESCRIPTION NO. OF EXIBIT 99.1 Information Release dated December 7, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BY ORDER OF THE BOARD OF DIRECTORS: DATED: DECEMBER 7, 2010 DISTRIBUTION MANAGEMENT SERVICES, INC. /s/ Randolph S. Hudson Randolph S. Hudson Acting Chairman of the Board Co-President Chief Executive Officer Acting Treasurer Acting Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Filed with the U. S. Securities and Exchange Commission Pursuant to the Registrant's Obligations under Section 13a-11 of the Securities Exchange Act of 1934 For the Period Ended: August 20, 2007 (Date of Earliest Transaction Associated with Events Disclosed in this Report: August 3, 2007) Filing Date of this Report: October 1, 2007

DISTRIBUTION MANAGEMENT SERVICES, INC. (Exact Name of Registrant as Specified in its Charter)

Florida		000-27539		65-0574760
(State of Incorporation)		(Commission File Number)		(Federal Employer I.D. No.)

11601 Biscayne Boulevard Suite 201 North Miami, Florida 33181 (Street Address of Principal Executive Office) (305) 893-9270 (Registrant’s Telephone Number Including Area Code) Telecopier (305) 893-6696

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the Registrant under any of the following provisions:
¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

NOTICE OF ADVICE OF FORWARD-LOOKING STATEMENTS.

Some of the statements we are making in this report are subjective and written in our favor. These types of statements may be considered "forward-looking statements", as that term is defined in Section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and in Section 21E of the Securities Exchange Act of 1934 (15 U.S.C. 78u-5), which are referred to as "statutory safe harbor" provisions.

These forward-looking statements ARE NOT HISTORICAL FACTS; rather, these statements are based upon our senior executive management's OPINIONS AND ESTIMATES as of the date we make these statements. EVERY FORWARD-LOOKING STATEMENT REFLECTS AN INHERENT RISK AND UNCERTAINTY THAT COULD CAUSE THE ACTUAL RESULTS OF ANY SUCH EVENT TO DIFFER MATERIALLY FROM THE PLANS, PROJECTIONS, OR EXPECTATIONS EXPRESSED OR IMPLIED IN SUCH STATEMENT BY OUR SENIOR EXECUTIVE MANAGEMENT ON THE DATE THE STATEMENT WAS MADE. We may be overly optimistic in our statements to you about our beliefs and expectations of any plan or event associated with these forward-looking statements. We use words like "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate", "contemplate", "prospective", "attempt", "proposed", and similar expressions or terms, which you can interpret to identify these forward-looking statements.

We advise you NOT to place too much influence or reliance on our forward-looking statements. These statements are only good on the date we made them. We undertake no obligation to update these forward-looking statements, or any information associated with them, in any future filings, schedules, or reports.

SECTION 8 - OTHER EVENTS. ITEM 8.01. OTHER EVENTS.

A. Proposed Disposition of Corporate Assets.

On August 20, 2007, we entered into a definitive letter of intent with Coastline Management Group, LLC, which claims to be the manager of Coastline Management Group, Inc., a Florida corporation, the proposed purchaser of our assets briefly described below.

The letter of intent calls for us to dispose of the significant amount of our assets under a purchase agreement between us and Coastline on or before 90 days from the date we delivered that letter of intent. We are annexing a copy of the letter of intent as Exhibit 99.1 hereof.

The assets we intend to sell to Coastline are comprised of certain improved residential real estate lots we own in Poinciana, Polk County, Florida. Our real estate portfolio in Poinciana consists of approximately 174 improved lots, together with all of the lands, building struts, rights-of-way, easements, permits, entitlements, fixed assets, contracts, licenses, approvals, and the like owned by us. A description of our real estate assets are included as a part of Exhibit 99.1 hereof.

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We intend to sell said assets to Coastline and have agreed to conduct the closing of the transaction at the offices of Smoler, Lerman, Bente & Whitebook, P. A. There exists no prior or current certain relationships between each of us, any of our officers, directors, key employees, or principal beneficial owners, and Coastline, Coastline's managing members, officers, directors, principal beneficial owners, or attorneys.

The letter of intent calls for us to enter into a definitive purchase agreement within 90 days from the date thereof. Coastline, or its designees, assigns, legatees, or successors, will be required to pay us the sum of $8,700,000 for our assets, less any broker's commission, to be determined. To that extent, Coastline has deposited the sum of $50,000 into an escrow account in our favor at the Smoler Lerman law offices. This $50,000 is supposed to be released and paid to us from the escrow following the initial 90-day due-diligence period. The letter of intent further requires Coastline to deposit an additional $50,000 non-refundable deposit to the escrow, which will be held in escrow until the closing on the last parcel. It is our understanding the entire $100,000 deposit will be released and paid to us from the escrow of Coastline, as the buyer, does not close the transaction at any time following the execution and delivery of a definitive purchase agreement.

The letter of intent calls for the mutual exchange of due-diligence during the initial 90-day period, and describes certain standard conditions as to the ultimate closing of the transaction. While the letter of intent is definitive, we do not deem the letter of intent to be a material definitive agreement; however, section 6 and section 7 of the letter of intent are intended to be binding upon the parties. We encourage you to read the letter of intent and its exhibits.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

D. Exhibits.

Exhibit No.		Description of Exhibit
99.1		Definitive Letter of Intent dated August 20, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: October 1, 2007 By Order of the Board of Directors:

Leo Greenfield

Leo Greenfield President Chief Executive Officer

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