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 9, 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.
- Cover -
---------------------------
SECTION 8 - OTHER EVENTS
ITEM 8.01,
OTHER EVENTS.
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 FORWARD-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.
---------------------------
On December 7, 2010, we filed a current report on Form 8-K that contained
certain information addressed to our shareholders. The specific information
was annexed to that report in Exhibit 99.1 thereof. We hereby incorporate
that letter to our shareholders herein by reference thereto. (A facsimile
of that letter is annexed hereto as Exhibit 99.1 hereof.)
A part of the information stated in that certain letter to shareholders
indicated we would disseminate certain filings with the SEC on certain dates;
specifically, one filing in particular, our mention of a current report on
Form 8-K that would contain information under a number of items under the form
of Form 8-K, would be filed on or before today's date.
Due to a number of factors beyond our control (as the disclaimer under-
lying said phrase is defined in Rule 12b-22 of the Exchange Act), we are un-
able to file said report today.
Some of the factors beyond our control are:
1. We were unable to locate all of the information, particularly
accounting information, that we required to timely prepare and
file said report. (To that extent, we are relying on the dis-
claimer more fully described in Rule 12b-21 of the Exchange
Act.) We expect to be in possession of the essential compo-
nents of this accounting information late today or tomorrow.
2. In said report, we were appointing a new PCAOB-qualified cer-
tifying accountant. While our Chief Executive Officer met
with the senior partner of said accountancy firm last night
in Las Vegas, certain documents that we will be required to
file in said report were not made available to us until this
afternoon. We expect to include this information in said
report.
3. As the result of the reasons set forth in items one and two
hereinabove, we must still review the final draft of said re-
port before we deliver the document to our EDGAR filing agent.
4. We estimate that we will be unable to deliver the final draft
of said report to our EDGAR filing agent until over-the-week-
end. Our EDGAR filing agent indicated that it would be able
to format the document over-the-weekend; however, it will be
unable to transmit the document to the SEC until Monday, or
depending on its schedule, on Tuesday, at the latest. (The
SEC's filer systems are unavailable after 10:00 p.m. on Fri-
day until 6:00 a.m. on Monday. (All times are Eastern Time.)
- Page 1 -
Consequently, we estimate the actual filing, and we amend the statements
we made in that certain letter to our shareholders, to indicate the subject
report on Form 8-K will be filed with the SEC not later that December 14.
In terms of our other statements regarding certain filings that are to be
made by Montana Acquisition Corporation: While we are unable to speak for
Montana, we have not been notified that any delay will occur with respect to
their filings mentioned in that certain letter to our shareholders.
---------------------------
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 9, 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
- Page 2
