** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

----

 

**FORM 10-QSB**

 

**(Mark One)**

 

**ý        QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15 (d) OF**

**THESECURITIES EXCHANGE ACTION OF 1934**

 

**For the quarterly period ended September 30, 2002**

**or**

 

**o        TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE**

**SECURITIESEXCHANGE ACT OF 1934**

 

**For the transition period from                      to                       **

 

**COMMISSION FILE NO. 000-13499**

 

**WORLD SERVICES, INC.**

(Exactname of small business issuer as specified in its charter)

 

 

| **SOUTH DAKOTA**(State or other jurisdiction of incorporation or organization)                                 |   | **46-0355586**(I.R.S. Employer Identification No.) |
|----------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------|
|                                                                                                           |   |                                               |
| **523 Camelot Drive, P.O. Box 786  Aberdeen, South Dakota 57402**(Address of principal executive offices) |

 

 

**(605) 229-8899**

(Issuer’stelephone number)

 

**(Not Applicable)**

(Formername, former address and former fiscal year,

ifchanged since last report)

 

**APPLICABLE ONLY TO ISSUERS INVOLVEDIN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDINGFIVE YEARS**

 

Check whether the registrantfiled all documents and reports required to be filed by Section 12, 13 or 15(d)of the Exchange Act after the distribution of securities under a plan confirmedby a court.  Yes o  No o

 

 

 

----

 

**APPLICABLE ONLY TO CORPORATEISSUERS**

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date:

 

As of November 11, 2002,there were 2,649,113 shares of common stock, $.001 par value outstanding.

 

Transitional Small BusinessDisclosure Format (Check one):  Yes o  No ý

 

Check whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 

Yes  ý    No o

 

 

2

----

 

 

| **INDEX**    |   |                                                   |   |
|--------------|--------|--------------------------------------------------------|--------|
|         |   |                                                   |   |
| **PART I**   |   | **FINANCIAL INFORMATION:**                             |   |
|         |   |                                                   |   |
|         |   |                                                   |   |
| **Item 1.**  |   | Balance Sheet as of September 30, 2002                 |   |
|         |   |                                                   |   |
|         |   | Statements  of Operations for  the Quarters Ended |   |
|         |   | September  30, 2002 and 2001                           |   |
|         |   |                                                   |   |
|         |   | Statements  of Operations for the Nine Months Ended    |   |
|         |   | September  30, 2002 and 2001                           |   |
|         |   |                                                   |   |
|         |   | Statements  of Cash Flows for the Nine Months Ended    |   |
|         |   | September  30, 2002 and 2001                           |   |
|         |   |                                                   |   |
|         |   | Notes  to Financial Statements                         |   |
|         |   |                                                   |   |
| **Item  2.** |   | Management’s  Discussion and Analysis of          |   |
|         |   | Financial  Condition and Results of Operations:        |   |
|         |   |                                                   |   |
|         |   | Past and Future Operations                             |   |
|         |   |                                                   |   |
|         |   | Liquidity  and Capital Resources                       |   |
|         |   |                                                   |   |
|         |   | Results  of Operations                                 |   |
|         |   |                                                   |   |
| **Item 3.**  |   | Controls and  Procedures                               |   |
|         |   |                                                   |   |
| **PART II**  |   | **OTHER INFORMATION:**                                 |   |
|         |   |                                                   |   |
| **Item 1.**  |   | Legal Proceedings                                      |   |
|         |   |                                                   |   |
| **Item  2.** |   | Changes  in Securities and Use of Proceeds             |   |
|         |   |                                                   |   |
| **Item 3.**  |   | Defaults Upon  Senior Securities                       |   |
|         |   |                                                   |   |
| **Item  4.** |   | Submission  of Matters to a Vote of                    |   |
|         |   | Security  Holders                                      |   |
|         |   |                                                   |   |
| **Item 5.**  |   | Other Information                                      |   |
|         |   |                                                   |   |
| **Item 6.**  |   | Exhibits and  Reports on Form 8-K                      |   |

 

 

3

----

 

**PART I —FINANCIAL INFORMATION**

 

**Item 1. Financial Statements.**

 

**WORLD SERVICES, INC.**

**BALANCE SHEET**

**September30, 2002**

(Unaudited)

 
|                                                                                                  |   |          |         |
|-------------------------------------------------------------------------------------------------------|--------|---------------|--------------|
| **ASSETS**                                                                                            |   |          |         |
|                                                                                                  |   |          |         |
| **CURRENT ASSETS**                                                                                    |   |          |         |
| Cash & Cash Equivalents                                                                           |   | $             | 1,239,705.09 |   |
| Certificates of Deposit                                                                               |   | 295,000.00    |         |
| Interest Receivable                                                                                   |   | 8,373.26      |         |
|                                                                                                  |   |          |         |
| **TOTAL CURRENT ASSETS**                                                                              |   | 1,543,078.35  |         |
|                                                                                                  |   |          |         |
| **INVESTMENTS AND OTHER ASSETS**                                                                      |   |          |         |
| Investment-Super 8 Developers                                                                         |   | 568,000.00    |         |
|                                                                                                  |   |          |         |
| **TOTAL OTHER ASSETS**                                                                                |   | 568,000.00    |         |
|                                                                                                  |   |          |         |
| **TOTAL ASSETS**                                                                                      |   | $             | 2,111,078.35 |   |
|                                                                                                  |   |          |         |
| **LIABILITIES AND STOCKHOLDERS EQUITY**                                                               |   |          |         |
|                                                                                                  |   |          |         |
| **CURRENT LIABILITIES**                                                                               |   |          |         |
| Stock Redemption Payable                                                                              |   | $             | 39,937.75    |   |
| Accounts Payable                                                                                      |   | 5,022.82      |         |
|                                                                                                  |   |          |         |
| **TOTAL CURRENT LIABILITIES**                                                                         |   | 44,960.57     |         |
|                                                                                                  |   |          |         |
| **STOCKHOLDERS EQUITY**                                                                               |   |          |         |
| Common Stock, par value of $.001 pershare: (50,000,000 shares authorized) with2,649,113 shares issued |   | 2,715.00      |         |
| Additional paid in capital                                                                            |   | 6,364,354.75  |         |
| Accumulated Deficit                                                                                   |   | (4,300,951.97 | )            |
|                                                                                                  |   |          |         |
| **TOTAL STOCKHOLDERS EQUITY**                                                                         |   | 2,066,117.78  |         |
|                                                                                                  |   |          |         |
| **TOTAL LIABILITIES AND********STOCKHOLDERS' EQUITY**                                                 |   | $             | 2,111,078.35 |   |

 

 

4

----

 

 

**WORLD SERVICES, INC.**

**STATEMENTS OF OPERATIONS**

**FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001**

(Unaudited)

 
|                                                 |   | **2002**   |       | **2001**  |   |
|------------------------------------------------------|--------|------------|------------|-----------|--------|
| **REVENUE**                                          |   |       |       |      |   |
| Interest Income                                      |   | $          | 9,108.12   |      | $      | 21,503.24 |   |
| Dividend Income                                      |   | 0.00       |       | 0.00      |   |
|                                                 |   |       |       |      |   |
| **TOTAL REVENUE**                                    |   | 9,108.12   |       | 21,503.24 |   |
|                                                 |   |       |       |      |   |
| **EXPENSES**                                         |   |       |       |      |   |
| Accounting Fees                                      |   | 7,878.50   |       | 3,038.93  |   |
| Administrative Services                              |   | 0.00       |       | 0.00      |   |
| Contract Wages & Consulting                      |   | 0.00       |       | 6,365.00  |   |
| Faxes                                                |   | 0.00       |       | 288.00    |   |
| Legal Fees                                           |   | 10,338.18  |       | 14,880.40 |   |
| Director Fees                                        |   | 0.00       |       | 5,100.00  |   |
| Printing                                             |   | 5,132.47   |       | 105.20    |   |
| Postage                                              |   | 29.29      |       | 61.50     |   |
| Supplies                                             |   | 0.00       |       | 148.43    |   |
| Telephone                                            |   | 0.00       |       | 20.40     |   |
| Rent                                                 |   | 0.00       |       | 750.00    |   |
| Meeting Expense                                      |   | 0.00       |       | 0.00      |   |
| Office Expense                                       |   | 0.00       |       | 0.00      |   |
| Miscellaneous                                        |   | 0.00       |       | 47.70     |   |
|                                                 |   |       |       |      |   |
| **TOTAL EXPENSES**                                   |   | 23,378.44  |       | 30,805.56 |   |
|                                                 |   |       |       |      |   |
| **INCOME (LOSS) BEFORE INCOME TAXES**                |   | (14,270.32 | )          | (9,302.32 | )      |
|                                                 |   |       |       |      |   |
| **INCOME TAXES**                                     |   | 0.00       |       | 0.00      |   |
|                                                 |   |       |       |      |   |
| **NET INCOME (LOSS)**                                |   | $          | (14,270.32 | )         | $      | (9,302.32 | ) |
|                                                 |   |       |       |      |   |
| **INCOME PER SHARE (Basic & Diluted)**           |   | $          | 0.04       |      | $      | 0.00 |   |
|                                                 |   |       |       |      |   |
| **WEIGHTED AVERAGE COMMON********SHARE OUTSTANDING** |   | 2,649,000  |       | 2,649,000 |   |

 

 

5

----

 

**WORLD SERVICES, INC.**

**STATEMENTS OF OPERATIONS**

**FOR THENINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001**

(Unaudited)

 

 
|                                                 |   | 2002       |      | 2001      |   |
|------------------------------------------------------|--------|------------|-----------|-----------|--------|
| **REVENUE**                                          |   |       |      |      |   |
| Interest Income                                      |   | $          | 32,193.79 |      | $      | 71,463.59 |   |
| Dividend Income                                      |   | 119,542.80 |      | 0.00      |   |
|                                                 |   |       |      |      |   |
| **TOTAL REVENUE**                                    |   | 151,736.59 |      | 71,463.59 |   |
|                                                 |   |       |      |      |   |
| **EXPENSES**                                         |   |       |      |      |   |
| Accounting Fees                                      |   | 18,550.60  |      | 13,011.18 |   |
| Administrative Services                              |   | 17,503.67  |      | 18,385.00 |   |
| Contract Wages & Consulting                      |   | 0.00       |      | 0.00      |   |
| Faxes                                                |   | 0.00       |      | 576.75    |   |
| Legal Fees                                           |   | 37,618.91  |      | 18,713.06 |   |
| Director Fees                                        |   | 600.00     |      | 7,200.00  |   |
| Printing                                             |   | 0.00       |      | 3,696.20  |   |
| Postage                                              |   | 0.00       |      | 3,127.49  |   |
| Supplies                                             |   | 0.00       |      | 260.53    |   |
| Telephone                                            |   | 750.51     |      | 50.23     |   |
| Rent                                                 |   | 750.00     |      | 2,250.00  |   |
| Meeting Expense                                      |   | 1,177.05   |      | 169.65    |   |
| Office Expense                                       |   | 16,999.02  |      | 0.00      |   |
| Miscellaneous                                        |   | 1,204.08   |      | 47.70     |   |
|                                                 |   |       |      |      |   |
| **TOTAL EXPENSES**                                   |   | 95,153.84  |      | 67,487.79 |   |
|                                                 |   |       |      |      |   |
| **INCOME (LOSS) BEFORE INCOME TAXES**                |   | 56,582.75  |      | 3,975.80  |   |
|                                                 |   |       |      |      |   |
| **INCOME TAXES**                                     |   | 0.00       |      | 0.00      |   |
|                                                 |   |       |      |      |   |
| **NET INCOME (LOSS)**                                |   | $          | 56,582.75 |      | $      | 3,975.80 |   |
|                                                 |   |       |      |      |   |
| **INCOME PER SHARE (Basic & Diluted)**           |   | $          | 0.03      |      | $      | 0.01 |   |
|                                                 |   |       |      |      |   |
| **WEIGHTED AVERAGE COMMON********SHARE OUTSTANDING** |   | 2,649,000  |      | 2,649,000 |   |

 

 

 

6

----

 

**WORLD SERVICES, INC.**

**STATEMENTS OF CASH FLOWS**

**FOR THENINE MONTHS ENDED SEPTMEBER 30, 2002 AND 2001**

(Unaudited)

 
|                                                  |   | **2002**   |         | **2001**   |   |
|-------------------------------------------------------|--------|------------|--------------|------------|--------|
| **CASH FLOWS FROM OPERATING ACTIVITIES**              |   |       |         |       |   |
| Net Income (loss)                                     |   | $          | 56,582.75    |       | $      | 3,975.80 |   |
|                                                  |   |       |         |       |   |
| Adjustment to reconcile net income (loss) to          |   |       |         |       |   |
| net cash provided in operating                        |   |       |         |       |   |
| activities:                                           |   |       |         |       |   |
| (Increase) Decrease in:                               |   |       |         |       |   |
| Interest Receivable                                   |   | 6,421.84   |         | 674.51     |   |
| Increase (Decrease) in:                               |   |       |         |       |   |
| Stock Redemption Payable                              |   | (1,021.00  | )            | (125.00    | )      |
| Accounts Payable                                      |   | (5,977.18  | )            | (5,500.00  | )      |
|                                                  |   |       |         |       |   |
| **NET CASH PROVIDED BY OPERATING********ACTIVITIES**  |   | 56,006.41  |         | (974.69    | )      |
|                                                  |   |       |         |       |   |
| **CASH FLOWS FROM INVESTING ACTIVITIES**              |   |       |         |       |   |
| Redemption of Certificatesof Deposit                  |   | 786,068.26 |         | 355,956.78 |   |
|                                                  |   |       |         |       |   |
| **NET CASH PROVIDED BY********INVESTING  ACTIVITIES** |   | 786,068.26 |         | 355,956.78 |   |
|                                                  |   |       |         |       |   |
| **NET INCREASE (DECREASE) IN CASH**                   |   | 842,074.67 |         | 354,982.09 |   |
|                                                  |   |       |         |       |   |
| **CASH AT BEGINNING OF PERIOD**                       |   | 397,630.42 |         | 42,225.10  |   |
|                                                  |   |       |         |       |   |
| **CASH AT END OF PERIOD**                             |   | $          | 1,239,705.09 |       | $      | 397,207.19 |   |
|                                                  |   |       |         |       |   |
| **SUPPLEMENTAL DISCLOSURES**                          |   |       |         |       |   |
| Cash payments for:                                    |   |       |         |       |   |
| Income taxes                                          |   | $          | 0.00         |       | $      | 0.00 |   |
|                                                  |   |       |         |       |   |
| Interest paid                                         |   | $          | 0.00         |       | $      | 0.00 |   |

 

 

 

7

----

 

**WORLD SERVICES, INC.**

**NOTES TO FINANCIAL STATEMENTS**

**FOR THE PERIOD ENDED SEPTEMBER 30, 2002**

 

In the opinion of management of WorldServices, Inc. (the Company), the accompanying unaudited financial statementsreflect all adjustments (consisting of only normal recurring accruals)necessary to present fairly the financial position of the Company as ofSeptember 30, 2002, and the results of operations and cash flows for theperiods ended September 30, 2002 and 2001.

 

These unaudited financial statements shouldbe read in conjunction with the Company’s annual report on Form 10-KSB for theyear ended December 31, 2001.

 

NOTE 1 — NATURE OF OPERATIONS AND SIGNIFICANTACCOUNTING POLICIES

 

A summary of significant accounting policiesis currently on file with the Securities and Exchange Commission on Form10-KSB.

 

NOTE 2 — INCOME TAXES

 

As of December 31, 2001, the Company had netoperating loss carry forwards for income tax purposes totaling approximately$657,000 which expire in the years 2003 to 2011.  The net operating loss carry forwards may be limited with respectto their availability due to prior ownership changes and the consolidatedreturn regulations.

 

 

8

----

 

**Item 2.  Management’s Discussion and Analysis or Planof Operation**

 

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

 

*Past andFuture Operations*

 

                WorldServices, Inc. (“we” or “World Services”) has had no significant operationssince 1989.  Since 1995, our activitieshave consisted of maintaining our investment in Super 8 Motel Developers, Inc.,a South Dakota Corporation (“Developers”) and complying with applicableadministrative and regulatory requirements. Our only earnings since 1995 have been from dividends received from ourinvestment in Developers and interest earned on deposits.

 

On February 22, 2002,Developers acquired control of World Services pursuant to the terms of a publictender offer commenced on October 3, 2001. Subsequent to the completion of the tender offer, all previous membersof the Board of Directors resigned, and designees of Developers were appointedto fill the vacant positions.

 

As of the date of thisfiling, our new Board of Directors has not decided upon an appropriate coursefor World Services to follow, but our Board of Directors may decide upon one ofthe following alternatives:

 

1.                                       Dissolution andliquidation. Pursuant to this alternative, we would seek shareholder approvalfor the liquidation of the company and the distribution of net assets toshareholders on a pro rata basis.

 

2.                                       Continuation ofWorld Services as a going concern. Pursuant to this alternative, we would seekbusiness opportunities and consider various possibilities of reorganization forWorld Services with the intention of allowing us to engage in active businessoperations.

 

3.                                       Sale ordistribution of World Services’ minority interest in Developers.  Pursuantto this alternative, we would seek a sale or distribution of World Services’minority interest in Developers to Developers, an affiliate of Developers, oran unrelated third party. This may require shareholder approval.

 

4.                                       Declare and paya dividend of World Services’ cash and cash equivalents on a pro rata basis toall shareholders.

 

5.             Other alternatives not contemplated herein.

 

                Ouravailable working capital and anticipated dividends from Developers shouldallow us to continue our current business of maintaining our public reportingstatus and investigating

 

9

----

 

possible business combinationsindefinitely.  If World Services acquires a business, however, it islikely that expenses would increase significantly before we would realize anysignificant revenues from any new business. Nevertheless, we believe that we will have sufficient funds available tomeet all our capital obligations in the foreseeable future.

 

Except for dividends thatDevelopers may pay to us (which cannot be assured), and interest from any fundson deposit, we do not currently anticipate any other income. We anticipatecontinuing expenditures during the 2002 fiscal year as we continue to complywith our obligations as a reporting company pursuant to the Securities ExchangeAct of 1934 and the South Dakota corporations law. During the quarter endedSeptember 30, 2002, our outstanding shareholder base dropped below 500shareholders and we became eligible to de-register our shares (providing ourtotal assets do not exceed $10,000,000 on the last day of our most recent threefiscal years prior to the de-registration), thus eliminating our obligation tocontinue reporting under the 1934 Act, but we must comply with certainrequirements of the federal securities laws to do so.  The Board has not decided yet whether to de-register our shares.

 

*Liquidityand Capital Resources — September 30, 2002, Compared to December 31, 2001*

 

During the nine months endedSeptember 30, 2002, cash increased approximately $842,000, as a result ofredeeming certificates of deposits and current period operations.  Interest receivable decreased from $14,795at December 31, 2001, to $8,373 at September 30, 2002.

 

Primarily as a result ofcurrent period income in excess of expenses, current assets increased by$49,584 from $1,493,494 at December 31, 2001 to $1,543,078 at September 30,2002.

 

Current liabilitiesdecreased $6,999 from $51,959 at December 31, 2001, to $44,960 at September 30,2002. The decrease is the result of the decrease in accounts payable and stockredemption payable.

 

                Asa result of the Company’s net income for the nine months of $56,583, theaccumulated deficit decreased from $4,357,535 at December 31, 2001 to$4,300,952 at September 30, 2002.  As aresult, total stockholders equity increased from $2,009,535 at December 31,2001, to $2,066,118 at September 30, 2002.

 

In August of 1997, theCompany completed a reverse stock split followed by a forward stock split.  Following the reverse stock split, therewere a number of fractional shares, which were redeemed.  Not all of the fractional shares had beensubmitted for payment by December 31, 2001 or September 30, 2002.  As a result, the “current liabilities”portion of the balance sheet reflects a “stock redemption payable.”  During the nine months ended September 30,2002, the Company redeemed outstanding fractional shares with a value ofapproximately $1,021.  The total numberof outstanding shares of common stock reflected on the balance sheet does not giveany effect to the fractional shares outstanding.

 

World Services’ mostsignificant asset is its investment in Developers, which is carried at cost onits books. World Services believes that the fair market value of thisinvestment is in

 

10

----

 

excess of its book value. However, as aresult of Developers’ controlling interest in World Services, World Services’minority ownership in Developers, and World Services’ inability tosignificantly influence Developers, the ultimate realization of this investmentmay be subject to conditions outside of World Services’ control.

 

*Results of Operation — Nine  Months Ended September 30, 2002 Compared toNine Months Ended September 30, 2001*

 

|                              |   | **Nine-Month  Period Ended** |       |
|-----------------------------------|--------|------------------------------|------------|
|                              |   |                         |       |
|                              |   | **September 30, 2002**       | ** ** | **September 30, 2001** | ** ** |
|                              |   |                         |       |   |   |
| Net income (loss)                 |   | $                            | 56,853     |   | $ | 3,976 |   |
|                              |   |                         |       |   |   |
| Operating Expenses                |   | 95,154                       |       | 67,488 |   |
|                              |   |                         |       |   |   |
| Weighted Average Number of Shares |   | 2,649,000                    | *     | 2,649,000 | *  |
|                              |   |                         |       |   |   |
| Net income per share              |   |                         |       |   |   |
| Less than                         |   | $                            | 0.03       |   | $ | 0.01 |   |

----

 

*   Theweighted average number of shares has been adjusted for the reverse and

     forwardstock splits completed in August of 1997 and for the repurchase of the

     fractionalshares resulting from the reverse stock split, all as described in the

     company’sproxy statement for the shareholders’ meeting in August of 1997.

 

                Operatingexpenses (primarily legal, accounting, and administrative costs) increasedduring the nine months ended September 30, 2002, due to matters associated withthe tender offer and related party transactions discussed herein.

 

###### *Related Party Transactions*

 

                The Company pays a monthly administrative fee toSuper 8 Motel Developers, Inc. and bookkeeping expenses to a companybeneficially owned by Ron Rivett, the Chairman and a significant shareholder ofSuper 8 Motel Developers, Inc., to cover such costs as office rent, phone,administrative services, accounting services and general office expenses.  Payments for these services totaled $5,553for the nine months ended September 30, 2002

 

**Item3.  Controls and Procedures**

 

*Evaluation of Disclosure Controls and Procedures**.*** **World Services’ Presidentand Secretary/Treasurer, after evaluating the effectiveness of its “disclosurecontrols and procedures” 

 

11

----

 

(as defined in Rule 13a-14(c) under theSecurities Exchange Act of 1934, as amended) as of a date (the “EvaluationDate”) within 90 days before the filing date of this quarterly report, haveconcluded that its disclosure controls and procedures are effective in ensuringthat material information required to be disclosed is included in the reportsthat it files with the Securities and Exchange Commission.

 

*Changes in Internal Controls**.******* **There were no significantchanges in World Services’ internal controls or, to the knowledge of ourmanagement, in other factors that could significantly affect these controlssubsequent to the Evaluation Date.

 

**PART II — OTHER INFORMATION**

 

**Item1.  Legal Proceedings**

 

                Weare not a party to any legal proceedings, and to the best of our knowledge, nosuch proceedings have been threatened or are contemplated.

 

**Item 2. Changes in Securities and Use of Proceeds**

 

                None.

 

**Item 3. Defaults Upon Senior Securities**

 

                None.

 

**Item 4. Submission of Matters to a Vote of Security Holders**

 

None.

 

**Item5.  Other Information**

 

Since Developers’ acquiredcontrol of World Services upon the completion of its public tender offer onFebruary 22, 2002, additional World Services shareholders have approachedDevelopers with offers to sell their shares. Developers considered each of these offers on an individual basis, andas of October 29, 2002, Developers had purchased an aggregate of 144,999additional shares from such shareholders in private sales.  As a result of such purchases, Developersowns over 84% of the currently outstanding shares of World Services commonstock.

 

**Item 6. Exhibits and Reports on Form 8-K**

 

                (a)           Exhibits.  See Exhibit Index.

 

                (b)           Reports on Form 8-K.  No reports on Form 8-K were filed during thequarter ended September 30, 2002.

 

12

----

 

SIGNATURES

 

                Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

                                                                                                        WORLDSERVICES, INC.

 

 
| Dated:  November 8, 2002 |   |                 |
|-------------------------------|--------|----------------------|
| By                            |   | /s/ Joel W. Albrecht |
|                          |   | Joel W. Albrecht     |
|                          |   | Secretary/Treasurer  |

 

 

 

 

 

EXHIBITINDEX

 
| **Exhibit No.** |   | **Description**                                                                                     |
|-----------------|--------|-----------------------------------------------------------------------------------------------------|
| 99.1            |   | Certification Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) |   |
|            |   |                                                                                                |

 

13

----

 

CERTIFICATIONS

I, Harvey D. Aman, certify that:

**1.****             **I have reviewedthis quarterly report on Form 10-QSB of World Services, Inc.;

**2.****             **Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

**3.****             **Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

**4.****             **Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

**a)****             **Designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

**b)****             **Evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

**c)****             **Presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date; and

**5.****             **Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

**a)****             **All significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

**b)****             **Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

**6.****             **Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| November  8, 2002 |   |                      |
|-------------------|--------|---------------------------|
| By                |   | /s/ Harvey D. Aman        |
|              |   | Harvey D. Aman, President |

 

 

14

----

CERTIFICATIONS

I, Joel W. Albrecht, certify that:

**1.****             **I have reviewedthis quarterly report on Form 10-QSB of World Services, Inc.;

**2.****             **Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

**3.****             **Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

**4.****             **Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

**a.****              **Designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

**b.****              **Evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

**c.****              **Presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date; and

**5.****             **Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

**a.****              **All significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

**b.****              **Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

**6.****             **Theregistrant’s other certifying officers and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| November  8, 2002 |   |                                  |
|-------------------|--------|---------------------------------------|
| By                |   | /s/ Joel W. Albrecht                  |
|              |   | Joel W. Albrecht,  Secretary/Treasure |

 

 

15

----