Attached files
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.
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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.
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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.
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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.
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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 Office
