-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sp0ZSDtzPcIVeHJldmlmrO+ubCMTIGnv/t9aJy8Oz3h0h/2S7JpATD02DcgYiISL iN5xTrCS44Lyvo23DcIVjw== 0001116502-05-001736.txt : 20050729 0001116502-05-001736.hdr.sgml : 20050729 20050729171953 ACCESSION NUMBER: 0001116502-05-001736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTRIBUTION MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0001064270 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 650574760 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27539 FILM NUMBER: 05985882 BUSINESS ADDRESS: STREET 1: 11601 BISCAYNE BLVD STREET 2: STE 201 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058939270 MAIL ADDRESS: STREET 1: 11601 BISCAYNE BLVD STREET 2: STE 201 CITY: MIAMI STATE: FL ZIP: 33181 8-K 1 dmsi8k.txt CURRENT REPORT (DATED 07-29-2005) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________ FORM 8-K ___________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported): JULY 29, 2005 DISTRIBUTION MANAGEMENT SERVICES, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) FLORIDA 0-27539 65-0574760 (State or other jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification Number) 11601 BISCAYNE BOULEVARD, SUITE 201, MIAMI, FLORIDA 33181 (Address of principal executive offices) 305-893-9270 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.) [ ] 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 CF$ 240.13e-4(c)) SECTION 2. FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS In July 2005, Distribution Management Services, Inc., completed the purchase of 266 single-family residential building sites located in Poinciana, Florida for a total cash purchase price of $4,655,000. On July 11, 2005, the Company put out a news release which has been incorporated by reference herein and made part hereof. These lots have a total appraised value of $9,632,000. The Company obtained financing for the lots from City Mortgage Corp. and MJS Investors, LLC, a newly formed LLC controlled by a private investor. As further consideration for acquisition of the 266 sites, the Company had agreed to transfer ownership of 31 lots to City Mortgage Corp. and MJS Investors, LLC, as a bonus for the financing. Subsequently, the Company discovered that, in fact, 61 lots had been transferred without the knowledge or consent of the Company. As a result, on July 19, 2005, the Company filed a Notice of Lis Pendens and a lawsuit alleging violations of Florida Statutes 687.071, 687.04, Conspiracy to Defraud and Unjust Enrichment. The case is pending. Since the acquisition of the sites, the Company has sold a total of 8 sites for an aggregate amount of $440,000 and has entered into contracts for the sale of an additional 17 lots for the sum of $935,000. The Company anticipates the future sale of additional sites to be determined by the board of directors. These sales have resulted in a profit of approximately $37,000 per lot. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press Release dated July 11, 2005 2 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. DISTRIBUTION MANAGEMENT SERVICES, INC. By: /s/ Leo Greenfield --------------------------------- Leo Greenfield, President Dated: July 29, 2005 3 EX-99.1 2 ex991-pressrelease.txt PRESS RELEASE EXHIBIT 99.1 July 11, 2005 10:35 AM US Eastern Timezone DISTRIBUTION MANAGEMENT SERVICES, INC. UPDATES SHAREHOLDERS MIAMI--(BUSINESS WIRE)--July 11, 2005--Distribution Management Services, Inc., (Pink Sheets:DMGS) is headquartered on the beautiful East Coast of South Florida, with its offices at 11601 Biscayne Boulevard, Suite 201, Miami, Florida 33181. Distribution Management Services, Inc. (DMGS) was organized on January 20, 1995. It applied for and received a State of Florida Environmental Permit to operate a construction and demolition recycling center at 2000 North Miami Avenue, Miami, Florida. Construction was completed and opened for operations early in 1999. Because of then financial limitations as to purchase of equipment for such operations, an Operating Agreement was entered into with a national recycling company from which DMGS received a percentage of the revenues. In 1998 the Company became fully registered with the Securities and Exchange Commission. Its stock presently trades on the Over-the-Counter Market. Seeking a broader expanse of operations, in April 2003 the Company entered into an agreement to convey the center for $1,500,000; $1,050,000 down subject to a right of recovery of the facility in the event the Purchaser failed to pay the balance of $450,000 upon termination of the Operation Agreement on December 22, 2003. Upon failure of the Purchaser to make said payment, the Company exercised its right of recovery and reacquired fee simple title to the real property and facilities at 2000 North Miami Avenue. However, litigation has resulted. The litigation is presently ongoing, with the Company believing it will ultimately recover the operating facility and substantial damages upon finalization of the litigation. The Company had, as of December 12, 2004, entered in a real estate venture and acquired a contract to purchase 266 single family residential building sites in Poinciana, Florida, in close proximity to Disney World, for the total sum of $4,655,000. The Company has obtained appropriate financing and has completed purchase of simple title to the 266 lots which have a total appraised value of $9,632,000 with a current market value of approximately $14,630,000. Since completion of the purchase, the Company has sold eight (8) lots for a sale price of $440,000 and has entered into contracts for sale of an additional 17 lots for the sum of $935,000 and anticipates further sales at the discretion of the Board of Directors. These sales result in a profit to the Company of $37,000 per lot. It is anticipated that construction of single family residences will commence at an early date and sales of ten completed residences per month for total monthly sales of ten residences at approximately $2,250,000 per month, at an estimated profit of $50,000 per residence. The Central Florida real estate market has attained worldwide attention as the "hottest real estate market" in the United States, and therefore the Company intends to expand its role in that market as well as in other great vacation areas in both Florida and North Carolina. The operation of the Company remains vested in the Board of Directors which is presently being supplemented to comply with the provisions of the Sarbanes-Oxley Law requirements. The Company continues as a fully reporting Company with the Securities and Exchange Commission and will be updating its reports shortly through its fourth fiscal quarter. The Company's fiscal year end is May 31. For further information as to any matter of the Company, please contact Leo Greenfield, president, by telephone at 305/893-9270, or by letter at the address of the Company, or by e-mail at dmgslg23@bellsouth.net. CONTACTS Distribution Management Services, Inc. Leo Greenfield, 305-893-9270 -----END PRIVACY-ENHANCED MESSAGE-----