SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                    QUARTER REPORT UNDER SECTION 13 0R 15(d)



Quarter Ended        9-30-97            Commission File Number
              ---------------------                             ----------------

                              World Services, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        South Dakota                                 46-0355586
--------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)


      404 South Lincoln               Aberdeen, South Dakota  57401
--------------------------------------------------------------------------------
(Address if principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code     (605) 225-4131
                                                       --------------

                                 Not Applicable
--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                              changed since last report.)

Indicate by check 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        Yes      X
during the preceding 12 months (or for such shorter                -------
period that the registrant was required to file such         No
reports), and (2) has been subject to such filing                  -------
requirements for the past 90 days.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the close of the period covered by this report.

As of September 30, 1997, Registrant had 2,600,400 shares of its $.001 par value
common stock outstanding.




<PAGE>
                                      INDEX


PART I.  FINANCIAL INFORMATION:

Item 1.  ACCOUNTANTS' REPORT ...................................         1

              Balance Sheets as of September 30, 1997, and
                  December 21, 1996 ............................         2

                  Statements of Income for the Quarters Ended
                  September 30, 1997 and 1996 ..................         3

                  Statements of Income for the Nine Months Ended
                  September 30, 1997 and 1996 ..................         4

                  Statements of Cash Flows for the Nine Months
                  Ended September 30, 1997 and 1996 ............         5

                  Notes to Financial Statements ................         6

Item              2.   Managements's discussion and Analysis of
                  Financial Condition and Results of Operations:

                  Liquidity and Capital Resources ..............         7

                  Results of Operations ........................         8


PART II. OTHER INFORMATION:

Item 1.  Legal Proceedings .....................................         10

Item 2.  Changes in Securities .................................         10

Item 3.  Default Upon Senior Securities ........................         10

Item 4.  Submission of matters to a Vote of Security
                  Holders ......................................         10

Item 5.  Other Inf11mation .....................................         11

Item 6.  Exhibits and Reports on Form 10-Q .....................         11


<PAGE>


MEIDINGER & ASSOCIATES
--------------------------------------------------------------------------------
Certified Public Accountants                                311 South 2nd Street
                                                             Aberdeen, SD  57401
                                                                  (605) 229-4404

October 20, 1997


The Board of Directors
World Services, Inc.
Aberdeen, South Dakota  57401

We have compiled the accompanying  Balance Sheets of World Services,  Inc. as of
September 30, 1997, and December 31, 1996, and the related  Statements of Income
and Cash Flows for the periods ended September 30, 1997, and September 30, 1996,
in accordance  with  Statements on Standards for Accounting and Review  Services
issued by the American Institute of Certified Public Accountants.

A  compilation  is limited to  presenting  in the form of financial  statements,
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying financial statements and, accordingly,  do not express
an opinion or any other form of assurance on them.

The corporation  previously recorded the First Savings & Loan Association,  Inc.
(FSL) investment,  for interim reporting purposes,  only at the audited value at
year end. The  investment in FSL is now accounted for under the equity method of
accounting.   Accordingly,  the  accompanying  financial  statements  have  been
restated.





Meidinger & Associates
Certified Public Accountants





                                       1


<PAGE>
<TABLE>
<CAPTION>
                                      WORLD SERVICES, INC.
                                         BALANCE SHEETS
                             September 30, 1997 and December 31, 1996

                                                  September 30,                   December 31,
                                                      1997                            1996
                                                      ----                            ----

                                       ASSETS
                                                         
CURRENT ASSETS
<S>                                            <C>                            <C>             
  Cash                                         $      15,994.60               $      27,652.56
  Certificate of Deposit                             490,000.00                     290,000.00
  Interest Receivable                                 15,508.77                      16,998.90
                                               ----------------               ----------------
     TOTAL CURRENT ASSETS                            521,503.37                     334,651.46

PROPERTY AND EQUIPMENT
  Office Equipment                                     2,882.14                       2,882.14
  Accum Depr-Office Equipment                         (2,882.14)                     (2,882.14)
                                               ----------------               ----------------
     TOTAL PROPERTY AND EQUIPMENT                          0.00                           0.00

INVESTMENTS AND OTHER ASSETS
  Investment-First Savings & Loan                    380,100.00                     335,000.00
  Investment-Super 8 Developers                      568,000.00                     568,000.00
  Other                                                4,000.00                       4,000.00
                                               ----------------               ----------------
TOTAL OTHER ASSETS                                   952,100.00                     907,000.00
                                               ----------------               ----------------
TOTAL ASSETS                                   $   1,473,603.37               $   1,241,651.46
                                               ================               ================

                            LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
  Stock Redemption                             $     202,306.75               $           0.00
                                               ----------------               ----------------
STOCKHOLDERS EQUITY
  Common stock, par value $.001 per
   share; (50,000,000 shares
   authorized)
         3,152,400 shares issued at
         September 30, 1997, and
         5,357,000 shares issued at
         December 31, 1996                             5,359.00                       5,359.00
  Additional paid in capital                       6,544,641.00                   6,544,641.00
  Treasury Stock at cost, 552,000
   shares at September 30, 1997,
   and 129,093 at December 31, 1996                 (205,306.75)                     (3,000.00)
  Accumulated Deficit                             (5,073,396.63)                 (5,305,348.54)
                                               ----------------                ---------------
     TOTAL STOCKHOLDERS' EQUITY                    1,261,296.62                   1,241,651.46
                                               ----------------                ----------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                         $   1,473,603.37               $   1,241,651.46
                                               ================               ================



                                                     2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     WORLD SERVICES, INC.
                        STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                      For the Quarters Ended September 30, 1997 and 1996

                                                  1997                           1996
                                                  ----                           ----
REVENUE
<S>                                         <C>                            <C>             
  Interest Income                           $       6,541.84               $       2,094.25
  Stock Transfer Fees                                   0.00                          40.25
                                            ----------------                  -------------
     TOTAL REVENUE                                  6,541.84                       2,134.50
                                            ----------------                  -------------
EXPENSES
  Accounting Fees                                   3,120.80                           0.00
  Contract Wages & Consulting                      13,907.20                         780.00
  Faxes                                               141.75                           0.07
  Legal Fees                                        7,591.77                       4,908.94
  Director Fees                                     3,150.00                         600.00
  Office Supplies                                      13.80                          88.50
  Printing                                          6,786.94                           0.00
  Postage                                           2,252.05                          17.78
  Supplies                                            133.30                           0.00
  Telephone                                            77.77                           2.21
  Annual Meeting                                      462.06                           0.00
  Miscellaneous Expense                                 0.00                          17.10
                                            ----------------                  -------------
         TOTAL EXPENSES                            37,637.44                       6,414.53
                                            ----------------                  -------------

LOSS BEFORE EQUITY IN EARNINGS
  OF AFFILIATED COMPANIES                         (31,095.60)                     (4,280.03)

EQUITY IN EARNINGS OF AFFILIATED
  COMPANIES                                         8,100.00                           0.00
                                            ----------------                  -------------
LOSS BEFORE INCOME TAXES                          (22,995.60)                     (4,280.03)

INCOME TAXES (NOL CARRYOVER)                            0.00                           0.00
                                            ----------------                  -------------
NET INCOME (LOSS)                           $     (22,995.60)                 $   (4,280.03)
                                            ================                  =============

INCOME (LOSS) PER SHARE                              *                              *
                                            ================                  =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                4,000,898                      5,229,907
                                            ================                  =============

* Less than $0.01 per share.

</TABLE>
                                                  3  
<PAGE>
<TABLE>
<CAPTION>

                                  WORLD SERVICES, INC.
                    STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                 For the Nine Months Ended September 30, 1997 and 1996

                                                    1997                  1996
REVENUE
<S>                                           <C>                   <C>             
  Dividend Income                             $     239,085.60      $      79,700.95
  Interest Income                                    31,399.35             15,247.38
  Stock Transfer Fees                                    39.75                  0.00
  Miscellaneous Income                                    0.00                272.24
                                              ----------------      ----------------
     TOTAL REVENUE                                  270,524.70             95,220.57
                                              ----------------      ----------------
EXPENSES
  Accounting Fees                                    11,736.60             14,647.80
  Contract Wages & Consulting                        16,547.20              4,973.68
  Faxes                                                 281.25                  0.00
  Interest                                                0.00                 49.76
  Legal Fees                                         35,054.97             11,473.77
  Donations                                               0.00                100.00
  Director Fees                                       6,300.00              1,950.00
  Dues, Fees, Subscriptions                               0.00                 58.00
  Office Supplies                                       133.15                352.80
  Printing                                            7,769.29                  0.00
  Postage                                             2,663.55                354.45
  Rent                                                1,820.00                260.00
  Repairs & Maintenance                                   0.00                580.30
  Supplies                                              335.03              4,171.46
  Telephone                                             121.89                 70.92
  Travel                                                447.80                  0.00
  Annual Meeting                                        462.06                  0.00
  Administrative Expenses                                 0.00              2,298.68
  Miscellaneous Expense                                   0.00                470.01
                                              ----------------      ----------------
         TOTAL EXPENSES                              83,672.79             41,811.63
                                              ----------------      ----------------

INCOME BEFORE EQUITY IN EARNINGS
  OF AFFILIATED COMPANIES                           186,851.91             53,408.94

EQUITY IN EARNINGS OF AFFILIATED
  COMPANIES                                          45,100.00                  0.00
                                              ----------------      ----------------
INCOME BEFORE INCOME TAXES                          231,951.91             53,408.94

INCOME TAXES (NOL CARRYOVER)                              0.00                  0.00
                                              ----------------      ----------------
NET INCOME                                    $     231,951.91      $      53,408.94
                                              ================      ================

INCOME (LOSS) PER SHARE                                   0.05                  0.01
                                              ================      ================
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                  4,815,735             5,229,907
                                              ================      ================
</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>
                              WORLD SERVICES, INC 
                             STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1997 and 1996


                                                          1997                       1996
                                                          ----                       ----
  CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>                        <C>           
    Net Income                                       $   231,951.91             $    53,408.94

  Adjustment to reconcile net income to
    net cash provided by operating
     activities:
    Equity in Earning of Affiliates                      (45,100.00)                      0.00
    (Increase) Decrease in:
      Other Assets                                         1,490.13                       0.00
    Increase (Decrease) in:
      Accounts Payable                                         0.00                  (6,813.56)
                                                     --------------             --------------
         NET CASH PROVIDED BY OPERATING
          ACTIVITIES                                     188,342.04                  46,595.38
                                                     --------------             --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of Fixed Assets                                     0.00                  (2,882.14)
  Purchase of Certificates of Deposit                   (200,000.00)               (140,000.00)
  Sale of certificate of deposit                               0.00                 100,000.00
                                                     --------------             --------------

NET CASH (USED)BY INVESTING ACTIVITIES                  (200,000.00)                (42,882.14)
                                                     --------------             --------------

         NET INCREASE IN CASH                            (11,657.96)                  3,713.24

CASH AT BEGINNING OF PERIOD                               27,652.56                   9,000.00
                                                     --------------             --------------
CASH AT END OF PERIOD                                $    15,994.60             $    12,713.24
                                                     ==============             ==============

SUPPLEMENTAL DISCLOSURES Cash payments for:
    Income taxes                                     $         0.00             $         0.00
                                                     ==============             ==============
    Interest paid                                    $         0.00             $        49.76
                                                     ==============                ===========


                                                    5
</TABLE>

<PAGE>

                              WORLD SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD ENDED SEPTEMBER 30, 1997 AND 1996


In the  opinion of  management  of World  Services,  Inc.,  (the  Company),  the
accompanying unaudited financial statements reflect all adjustments necessary to
present  fairly the  financial  position of the company as of September 30, 1997
and 1996,  and the results of operations  and changes in financial  position for
the nine months ended September 30, 1997 and 1996.

These  unaudited  financial  statements  should be read in conjunction  with the
Company's annual report on Form 10-KSB for the year ended December 31, 1996.


NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

A summary of  significant  accounting  policies  is  currently  on file with the
Securities and Exchange Commission on Form 10-KSB.


NOTE 2 - INCOME TAXES
--------------------------------------------------------------------------------

As of December 31, 1996,  the Company had net operating  loss carry forwards for
income tax purposes totaling approximately  $3,100,000 which expire in the years
1997 to 2011.  The net operating loss carry forwards may be limited with respect
to their availability due to prior ownership changes and the consolidated return
regulations.  In addition,  there are  investment  tax credit carry  forwards of
$28,000.





                                       6

<PAGE>
                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following  discussion and analysis  should be read in  conjunction  with the
Financial Statements and Notes thereto appearing elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES - SEPTEMBER 30, 1997, COMPARED TO
DECEMBER 31, 1996
--------------------------------------------------------------------------------

During  the nine  months  ended  September  30,  1997,  Certificates  of Deposit
increased $200,000.00,  from $290,000.00 at December 31, 1996, to $490,000.00 at
September 30, 1997. The increase  reflects the purchase of two  certificates  of
$100,000.00 each. In addition, cash decreased by $11,657.96 as noted below.

Interest receivable decreased  $1,490.13,  from $16,998.90 at December 31, 1996,
to $15,508.77 at September 30, 1997.

As a result of the foregoing,  current  assets  increased by  $186,851.91,  from
$334,651.46 at December 31, 1996, to $521,503.37 at September 30, 1997.

Current liabilities increased  $202,306.75,  from $0.00 at December 31, 1996, to
$202,306.75  at  September  30,  1997.  The  increase  is the  result of a stock
redemption  induced by a stockholder  approved stock split. - Discussed later in
"Other Information".

As a result of the Company's net income for the nine months of $231,951.91,  the
accumulated  deficit  decreased  from  $5,305,348.54  at December 31,  1996,  to
$5,073,396.63  at September  30, 1997.  In addition,  treasury  stock  increased
$202,306.75,  from  $3,000.00 at December 31, 1996, to  $205,306.75 at September
30,  1997.  As  a  result,   the  total   stockholders   equity  increased  from
$1,241,651.46 at December 31, 1996, to $1,261,296.62 at September 30, 1996.





                                       7

<PAGE>

                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1997
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996
--------------------------------------------------------------------------------

Total revenue for the three months ended  September 30, 1997,  were $6,541.84 as
compared to $2,134.50  for the  comparable  period ended  September 30, 1996, an
increase of $4,407.34. The increase is due to interest payments on several CDs.

Operating  expenses  were  $37,637.44  for the three months ended  September 30,
1997,  compared to $6,414.53 for the comparable period ended September 30, 1996,
an increase of  $31,222.91.  The  majority of this  increase  was in legal fees,
wages, directors fees, printing and postage.

Equity in earnings of  affiliates  relates to holdings of common  stock in First
Savings and Loan, Inc.

Based on the  foregoing,  the net loss available to  stockholders  for the three
months ended September 30, 1997, was $22,995.60,  which translates to a net loss
per  share  of less  than  $0.01  based on  4,000,898  weighted  average  shares
outstanding.  This compares to the net loss  available to  stockholders  for the
three months ended September 30, 1996, of $4,280.03,  which  translates to a net
loss per share of less than $0.01 based on  5,229,907  weighted  average  shares
outstanding at that time.


RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1997
COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1996
--------------------------------------------------------------------------------

Total revenue for the nine months ended September 30, 1997, were  $270,524.70 as
compared to $95,220.57  for the comparable  period ended  September 30, 1996, an
increase of $175,304.13.  Dividend income from Super 8 Motel Developers, Inc. of
over $239,000.00 is the major contributing factor in this increase.

Operating expenses were $83,672.79 for the nine months ended September 30, 1997,
compared to $41,811.63  for the comparable  period ended  September 30, 1996, an
increase of  $41,861.16.  The majority of this increase was in legal fees due to
the pending OTS inquiry  (see other  information).  There were also  substantial
increases in directors fees, printing and postage mainly due to the stockholders
meeting held in August of 1997.


                                       8

<PAGE>
                              WORLD SERVICES, INC.

                    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


Equity in earnings of  affiliates  relates to holdings of common  stock in First
Savings and Loan, Inc.

Based on the foregoing,  the net income  available to stockholders  for the nine
months ended  September 30, 1997,  was  $231,951.91,  which  translates to a net
income  per  share  of  $0.05  based  on  4,815,735   weighted   average  shares
outstanding.  This compares to the net income  available to stockholders for the
nine months ended September 30, 1996, of $53,408.94,  which  translates to a net
income per share of $0.01 based on 5,229,907 weighted average shares outstanding
at that time.


                                        9

<PAGE>



                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

The company is not a party to any legal  proceedings and no such proceedings are
known to be  contemplated  except  for the  Office of Thrift  Supervision  (OTS)
inquiry.

OTS Inquiry - In September of 1996, the Company was contacted by the federal OTS
concerning  certain  changes in the  alleged  control of First  Savings and Loan
stock,  the  ownership  of First  Savings  stock by  certain  affiliates  of the
Company,  and a threatened  action against the Company as a result thereof.  OTS
notified the Company and some of its directors  that they may be in violation of
OTS Reg. No. 574.4(b),  relating to a requirement of submitting  either a change
of control notice or rebuttals of concerted  action or control.  The Company has
complied  with the OTS request by voting to sell all shares of First Savings and
Loan stock at the August 18th shareholder  meeting (see below).  As of September
30, 1997, this offer was pending regulatory review.  Subsequent to September 30,
1997,  this sale was approved and the sale was  consummated  at a total price of
$426,672.39.

ITEM 2. - CHANGES IN SECURITIES
--------------------------------------------------------------------------------

None.

ITEM 3. - DEFAULT UPON SENIOR SECURITIES
--------------------------------------------------------------------------------

None.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

On August 18, 1997, a shareholder  meeting was held and several major  decisions
voted upon and approved.  Items of business included the re-election of the five
directors  and  approval of a plan to  recapitalize  the  corporation  through a
510-for-one  reverse stock split and purchase of all fractional  shares for $.25
per pre-split share.  The  shareholders  further voted to approve a one-for- 300
forward stock split for all  remaining  shares.  Also, at the  insistence of the
Office of Thrift Supervision (OTS), it was decided at the August 18th meeting to
accept  an offer to sell all  shares  of First  Savings  and Loan  held by World
Services, Inc. for $2.51 per share.

                                       10

<PAGE>


                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION
                                   (continued)


ITEM 5. - OTHER INFORMATION
--------------------------------------------------------------------------------

None.

ITEM 6. - EXHIBITS
--------------------------------------------------------------------------------

Exhibit 27 - Financial Data Schedule.


                                       11

<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

OCTOBER 20, 1997

                                       WORLD SERVICES, INC.


                                        By  /s/  RONNE TARRELL
                                           -------------------------------------
                                           Ronne Tarrell, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


OCTOBER 20, 1997 
                             Ronne Tarrell, President,
                             Principal Executive
                             Officer, and Director


OCTOBER 20, 1997 
                             David Jorgenson,
                             Secretary, Treasurer,
                             Principal Accounting
                             Officer, Principal
                             Financial Officer, and
                             Director


OCTOBER 20, 1997 
                             Delores Bower, Director


OCTOBER 20, 1997 
                             Delbert Harty, Director


OCTOBER 20, 1997 
                             Terry Heinz, Director


                                       12