**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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** **

**FORM 10-QSB**

 

(Mark One)

 

**ý        QUARTERLY REPORT PURSUANT TO SECTION 13OR 15 (d) OF THE SECURITIES EXCHANGE ACTION OF 1934**

 

**For the quarterly period ended March 31, 2002**

** **

**o        TRANSITION REPORT PURSUANT TO SECTION 13OR 15 (d) OF THE SECURITIES EXCHANGE 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**                                                      |   | **46-0355586**                             |
|-----------------------------------------------------------------------|--------|--------------------------------------------|
|  (State or other jurisdiction of  incorporation or organization) |   |  (I.R.S. Employer Identification No.) |

 

**523 Camelot Drive, P.O. Box 4800**

**Aberdeen, South Dakota 57402**

(Addressof 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 INVOLVED IN BANKRUPTCY**

**PROCEEDINGS DURING THE PRECEDING FIVE 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 CORPORATE ISSUERS**

 

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

 

As of March 31, 2002, therewere 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

 

 

 

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INDEX

 
| PART I  | FINANCIAL INFORMATION:                                                                       |   |
|---------|----------------------------------------------------------------------------------------------|--------|
|    |                                                                                         |   |
| Item 1. | Balance Sheet as of March 31, 2002                                                           |   |
|    |                                                                                         |   |
|    | Statements  of Operations for the Three Months Ended March 31, 2002 and 2001                 |   |
|    |                                                                                         |   |
|    | Statements  of Cash Flows for the Three Months Ended March 31, 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                                                                       |   |
|    |                                                                                         |   |
|    | Tender Offer                                                                                 |   |
|    |                                                                                         |   |
| 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                                                            |   |

 

 

2

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WORLD SERVICES, INC.

BALANCE SHEET

March 31, 2002

(Unaudited)

** **
| ASSETS                                                                                                  |   |          |         |
|---------------------------------------------------------------------------------------------------------|--------|---------------|--------------|
|                                                                                                    |   |          |         |
| CURRENT ASSETS                                                                                          |   |          |         |
| Cash & Cash Equivalents                                                                             |   | $             | 451,916.53   |   |
| Certificates of Deposit                                                                                 |   | 981,068.26    |         |
| Interest Receivable                                                                                     |   | 20,171.83     |         |
|                                                                                                    |   |          |         |
| TOTAL CURRENT ASSETS                                                                                    |   | 1,453,156.62  |         |
|                                                                                                    |   |          |         |
| INVESTMENTS AND OTHER ASSETS                                                                            |   |          |         |
| Investment3⁄4Super 8  Developers                                                                     |   | 568,000.00    |         |
|                                                                                                    |   |          |         |
| TOTAL OTHER ASSETS                                                                                      |   | 568,000.00    |         |
|                                                                                                    |   |          |         |
| TOTAL ASSETS                                                                                            |   | $             | 2,021,156.62 |   |
|                                                                                                    |   |          |         |
| LIABILITIES AND STOCKHOLDERS EQUITY                                                                     |   |          |         |
|                                                                                                    |   |          |         |
| CURRENT LIABILITIES                                                                                     |   |          |         |
| Stock Redemption Payable                                                                                |   | $             | 40,312.75    |   |
| Accounts Payable                                                                                        |   | 13,638.26     |         |
|                                                                                                    |   |          |         |
| TOTAL CURRENT LIABILITIES                                                                               |   | 53,951.01     |         |
|                                                                                                    |   |          |         |
| STOCKHOLDERS EQUITY                                                                                     |   |          |         |
| Common Stock, par value of $.001 pershare: (50,000,000 shares  authorized) with2,649,113  shares issued |   | 2,649.11      |         |
| Additional paid in capital                                                                              |   | 6,364,420.64  |         |
| Accumulated Deficit                                                                                     |   | (4,399,864.14 | )            |
|                                                                                                    |   |          |         |
| TOTAL STOCKHOLDERS EQUITY                                                                               |   | 1,967,205.61  |         |
|                                                                                                    |   |          |         |
| TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY                                                          |   | $             | 2,021,156.62 |   |

 

 

3

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WORLD SERVICES, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHSENDED MARCH 31, 2002 AND 2001

 
|                                     |   | **2002**   |       | **2001**  |   |
|------------------------------------------|--------|------------|------------|-----------|--------|
| REVENUE                                  |   |       |       |      |   |
| Interest Income                          |   | $          | 12,704.07  |      | $      | 27,375.32 |   |
|                                     |   |       |       |      |   |
| TOTAL REVENUE                            |   | 12,704.07  |       | 27,375.32 |   |
|                                     |   |       |       |      |   |
| EXPENSES                                 |   |       |       |      |   |
| Accounting Fees                          |   | 7,664.10   |       | 4,269.85  |   |
| Administrative Services                  |   | 11,071.67  |       | 0.00      |   |
| Contract Wages & Consulting          |   | 0.00       |       | 5,940.00  |   |
| Faxes                                    |   | 0.00       |       | 41.25     |   |
| Legal Fees                               |   | 21,338.08  |       | 1,362.50  |   |
| Director Fees                            |   | 600.00     |       | 1,350.00  |   |
| Postage                                  |   | 0.00       |       | 49.12     |   |
| Supplies                                 |   | 0.00       |       | 20.50     |   |
| Telephone                                |   | 707.12     |       | 0.00      |   |
| Rent                                     |   | 750.00     |       | 750.00    |   |
| Meeting Expense                          |   | 1,177.05   |       | 0.00      |   |
| Office Expense                           |   | 10,521.39  |       | 0.00      |   |
| Miscellaneous                            |   | 1,204.08   |       | 0.00      |   |
|                                     |   |       |       |      |   |
| TOTAL EXPENSES                           |   | 55,033.49  |       | 13,783.22 |   |
|                                     |   |       |       |      |   |
| INCOME (LOSS) BEFORE INCOME TAXES        |   | (42,329.42 | )          | 13,592.10 |   |
|                                     |   |       |       |      |   |
| INCOME TAXES                             |   | 0.00       |       | 0.00      |   |
|                                     |   |       |       |      |   |
| NET INCOME (LOSS)                        |   | $          | (42,329.42 | )         | $      | 13,592.10 |   |
|                                     |   |       |       |      |   |
| INCOME PER SHARE (Basic & Diluted)   |   | $          | 0.00       |      | $      | 0.01 |   |
|                                     |   |       |       |      |   |
| WEIGHTED AVERAGE COMMONSHARE OUTSTANDING |   | 2,649,000  |       | 2,649,000 |   |
|                                     |   |       |       |      |   |

 

 

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WORLDSERVICES, INC.

STATEMENTS OF CASH FLOWS

FORTHE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

(Unaudited)

 
|                                                                               |   | **2002**   |       | **2001**   |   |
|------------------------------------------------------------------------------------|--------|------------|------------|------------|--------|
| CASH FLOWS FROM OPERATING ACTIVITIES                                               |   |       |       |       |   |
| Net Income (loss)                                                                  |   | $          | (42,329.42 | )          | $      | 13,592.10 |   |
|                                                                               |   |       |       |       |   |
| Adjustment to reconcile net income (loss) tonet cash used in  operatingactivities: |   |       |       |       |   |
| (Increase) Decrease in:                                                            |   |       |       |       |   |
| Interest Receivable                                                                |   | (5,376.73  | )          | (12,514.37 | )      |
| Increase (Decrease) in:                                                            |   |       |       |       |   |
| Stock Redemption Payable                                                           |   | (646.00    | )          | (125.00    | )      |
| Accounts Payable                                                                   |   | 2,638.26   |       | (5,500.00  | )      |
|                                                                               |   |       |       |       |   |
| NET CASH USED BY OPERATINGACTIVITIES                                               |   | (45,713.89 | )          | (4,547.27  | )      |
|                                                                               |   |       |       |       |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                               |   |       |       |       |   |
| Purchase of Certificatesof Deposit                                                 |   | 0.00       |       | (8,232.18  | )      |
| Redemption of Certificatesof Deposit                                               |   | 100,000.00 |       | 0.00       |   |
|                                                                               |   |       |       |       |   |
| NET CASH PROVIDED (USED) BYINVESTING ACTIVITIES                                    |   | 100,000.00 |       | (8,232.18  | )      |
|                                                                               |   |       |       |       |   |
| NET INCREASE (DECREASE) IN CASH                                                    |   | 54,286.11  |       | (12,779.45 | )      |
|                                                                               |   |       |       |       |   |
| CASH AT BEGINNING OF PERIOD                                                        |   | 397,630.42 |       | 42,225.10  |   |
|                                                                               |   |       |       |       |   |
| CASH AT END OF PERIOD                                                              |   | $          | 451,916.53 |       | $      | 29,445.65 |   |
|                                                                               |   |       |       |       |   |
| SUPPLEMENTAL DISCLOSURES                                                           |   |       |       |       |   |
| Cash payments for:                                                                 |   |       |       |       |   |
| Income taxes                                                                       |   | $          | 0.00       |       | $      | 0.00 |   |
|                                                                               |   |       |       |       |   |
| Interest paid                                                                      |   | $          | 0.00       |       | $      | 0.00 |   |

 

 

 

5

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WORLDSERVICES, INC.

NOTES TO FINANCIALSTATEMENTS

FORTHE PERIOD ENDED MARCH 31, 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 of March31, 2002, and the results of operations and cash flows for the periods endedMarch 31, 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.

 

 

 

6

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**Item2.  Management’s Discussion and Analysisor Plan of Operation**

 

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

 

*Past and Future 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 applicable administrative andregulatory requirements.  Our onlyearnings since 1995 have been from dividends received from our investment inDevelopers and interest earned on deposits.

 

On February 22, 2002,Developers acquired just under 79.0% of our outstanding common stock pursuantto the terms of a public tender offer it commenced on October 3, 2001 (seebelow for a description of the tender offer). 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 notcontemplated herein.

 

                Ouravailable working capital and anticipated dividends from Developers shouldallow us to continue our current business of maintaining our public reportingstatus and investigating possible business combinations indefinitely.  IfWorld Services acquires a business, however, 

 

 

7

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it is likely that expenses would increasesignificantly before we would realize any significant revenues from any newbusiness.  Nevertheless, we believe thatwe will have sufficient funds available to meet all our capital obligations inthe 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.  If our outstandingshareholder base drops below 500 shareholders, we may decide to de-register ourshares (providing our total assets do not exceed $10,000,000 on the last day ofour most recent three fiscal years), thus eliminating our obligation tocontinue reporting under the 1934 Act, but we must comply with certainrequirements of the federal securities laws to do so.

 

*Liquidity and Capital Resources**— March 31, 2002,Compared to December 31, 2001*

 

During the three monthsended March 31, 2002, cash increased approximately $54,000, as a result ofredeeming certificates of deposits. Interest receivable increased from $l4,795 at December 31, 2001, to$20,172 at March 31, 2002.  We have notreceived any dividends from Developers during the three month period endingMarch 31, 2002.

 

Primarily as a result ofcurrent period expenses in excess of income, current assets decreased by$40,337 from $1,493,494 at December 31, 2001, to $1,453,157 at March 31, 2002.

 

Current liabilitiesincreased $1,992 from $51,959 at December 31, 2001, to $53,951 at March 31,2002.  The increase is the result of theincrease in accounts payable.

 

                Asa result of the World Services’ net loss for the period of $42,329, theaccumulated deficit increased from $4,357,535 at December 31, 2001, to$4,399,864 at March 31, 2002.  As aresult, total stockholders equity decreased from $2,009,535 at December 31,2001, to $1,967,206 at March 31, 2002.

 

In August of 1997, WorldServices completed a reverse stock split followed by a forward stocksplit.  Following the reverse stocksplit, there were a number of fractional shares which were redeemed.  Not all of the fractional shares had beensubmitted for payment by March 31, 2002. As a result, the “current liabilities” portion of the balance sheetreflects a “stock redemption payable.” During the three months ended March 31, 2002, World Services redeemed outstandingfractional shares with a value of approximately $646.  The total number of outstanding shares of common stock reflectedon the balance sheet does not give any effect to the fractional sharesoutstanding.

 

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 excess of its book value. However, as a result of Developers’controlling interest in World Services, World Services’ minority ownership inDevelopers, and World Services’ inability to significantly influenceDevelopers, the ultimate realization of this investment may be subject to 

 

 

 

8

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conditions outside of World Services’control.

 

*Results of Operation**— Three Months EndedMarch 31, 2002 Compared to the Three Months Ended March 31, 2001*

 
|                              |   | **Period  ended**   |    |
|-----------------------------------|--------|---------------------|---------|
|                              |   | **March 31,  2002** |    | **March  31,2001** |   |
|                              |   |                |    |   |   |
| Net income (loss)                 |   | $                   | (42,329 | ) | $ | 13,592 |   |
|                              |   |                |    |   |   |
| Operating Expenses                |   | 55,033              |    | 13,783 |   |
|                              |   |                |    |   |   |
| Weighted Average Number of Shares |   | 2,649,000           | *       | 2,649,000 |   |
|                              |   |                |    |   |   |
| Net income per share              |   |                |    |   |   |
| Less than                         |   | $                   | 0.00    |   | $ | 0.01 |   |

 

 

*        The weighted average number of shares has beenadjusted for the reverse and forward stock splits completed in August of 1997and for the repurchase of the fractional shares resulting from the reversestock split, all as described in the company’s proxy statement for theshareholders’ meeting in August of 1997.

 

#### *Tender Offer*

 

Pursuant to aSeptember 10, 2001 agreement with World Services, Developers commenced a publictender offer on October 3, 2001 for all of the outstanding shares of commonstock of World Services at a purchase price of $.85 per share, conditioned,among other things, upon the proper tender of shares representing at least amajority of World Services’ outstanding common stock. The tender offer waslater amended to increase the purchase price to (1) $.92 per share if more than80% of the shares were properly tendered and not withdrawn as of the expirationdate; (2) $.90 per share if more than 70% (but not more than 80%) of the shareswere properly tendered and not withdrawn as of the expiration date, and (3)$.85 per share if 70% or less of the shares were properly tendered and not withdrawnas of the expiration date.  The tenderoffer expired at midnight on February 21, 2002.

 

On February 22, 2002Developers accepted for payment 2,083,857 shares of common stock of WorldServices which represented all of the shares that were properly tendered toWells Fargo Bank, constituting just under 79% of the total outstanding sharesof World Services.  Accordingly,Developers directed Wells Fargo Bank to make payment to the holders of suchtendered shares in the amount of $.90 per share in accordance with the terms ofthe tender offer, and to return to shareholders any share certificates ondeposit that were not properly tendered. Payment for properly tendered shares was made March 1, 2002 using cashon hand as well as 

 

 

 

9

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loan proceeds from a line ofcredit with Wells Fargo Bank.

 

**PART II —OTHER INFORMATION**

 

**Item 1.      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.

 

**Item2.  Changes in Securities and Use ofProceeds**

 

                Thearticles of incorporation of World Services were amended effective February 21,2002 altering certain rights of the shareholders of World Services.  See Item 4 for a description of theamendment.

 

**Item3.  Defaults Upon Senior Securities**

 

                None.

 

**Item4.  Submission of Matters to a Vote ofSecurity Holders**

 

                WorldServices, Inc. held a Special Meeting of the Shareholders on February 20, 2002,to vote on the adoption of an amendment to its articles of incorporation to“opt-out” of certainanti-takeover provisions of S.D.C.L. §§47-33-8 through 47-33-16 that would haverestricted Developers’ ability to vote the acquired shares at any subsequentshareholders meeting.  The adoption ofthis amendment was a condition to the completion of Developers’ tenderoffer.

 

At the meeting, WorldServices’ shareholders approved the following amendment to its articles ofincorporation that added a new Article Nine as follows:

 

The provisions of the SouthDakota Domestic Public Corporation Takeover Act (S.D.C.L. §§47-3-8 through47-33-16) do not apply: (A) to the acquisition by Developers of World Servicescommon stock pursuant to the tender offer it commenced on October 3, 2001(including any amendment or extension thereof), or (B) if the acquisitiondescribed in clause (A) is completed, to any subsequent acquisition; provided,however, that if the tender offer described in clause (A) is terminated andsuch acquisition is not completed, the World Services Board of Directors shallhave the authority to further amend these articles of incorporation to deletethis Article Nine without further action by the shareholders.

 

The foregoing amendment tothe articles of incorporation was approved by shareholders representing morethan a majority of shares outstanding as of the record date and was duly filedwith the Secretary of State of South Dakota, and became effective on February21, 2002.

 

 

 

10

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**Item 5.  OtherInformation**

 

As described in Item 2above, Developers completed a tender offer for just under 79.0% of the sharesof World Services on February 22, 2002. A total of 1,174 shareholders tendered 2,083,857 shares of WorldServices stock to Developers as part of the tender offer leaving another 574shareholders owning the remaining 565,256 shares of World Services.  Since the completion of the tender,additional World Services shareholders have approached Developers with offersto sell their shares.  As of May 7,2002, these additional shareholders have offered to sell an aggregate of 72,100shares to Developers, and Developers is considering each of these offers on anindividual basis.  As of the date ofthis report, Developers has not agreed to purchase any additional shares ofWorld Services stock.  If Developersdecides to purchase all such additional shares, it will own over 81% of WorldServices.

 

Following the completion ofthe tender offer, the previous officers and directors of World Servicesresigned and designees of Developers were appointed to fill the vacancies onthe Board.  The new Board appointed newofficers to fill the officer vacancies. The resignations and appointments were effective on March 25, 2002.  The following persons were appointed as newdirectors and officers of World Services, as more fully described in Schedule14f-1 filed with the SEC and distributed to shareholders on or about March 13,2002:

 
| **Name**         |   | **Age** |   | **Position**                      |   |
|------------------|--------|---------|--------|-----------------------------------|--------|
| Joel W. Albrecht |   | 45      |   | Director and  Secretary/Treasurer |   |
| Harvey D. Aman   |   | 60      |   | Director and President            |   |
| Ronald J. Rivett |   | 61      |   | Director and Vice  President      |   |

 

                EffectiveMarch 31, 2002, World Services terminated its previous office space lease.  World Services currently conducts businessand stores its business records at the corporate offices of Developers, whichis being provided to World Services at no cost.  The new address is 523 Camelot Drive, P.O. Box 4800, Aberdeen,South Dakota 57402.

 

**Item6.  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 March 31, 2002.

 

 

 

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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:  May 13, 2002 |   |                       |
|---------------------------|--------|----------------------------|
|                      | By     |  /s/ Joel W. Albrecht |
|                      |   | Joel W. Albrecht           |
|                      |   | Secretary/Treasurer        |

 

 

EXHIBITINDEX

 
| **Exhibit   No.** |   | **Description**                                                                                  |   | **Incorporated Herein by Reference to**                                                                                             |   |
|-------------------|--------|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------|--------|
| 3.1               |   | Articles of Incorporation,  as amended effective February 21, 2002.                              |   | Exhibit 3.1 filed with  World Services’ Report on Form 10-KSB for the fiscal year 2001 on March 29,  2002 (File No. 000-13499) |   |
| 10.1              |   | Agreement by and between  World Services and Developers, dated September 10, 2001.               |   | Exhibit (d) filed with  World Services’ Schedule 14D-9 filed October 4, 2001 (File No. 005-62029)                              |   |
| 10.2              |   | Amendment to the Agreement  by and between World Services and Developers, dated January 2, 2002. |   | Exhibit (d)(2) filed with  World Services’ amended Schedule 14D-9 filed January 8, 2002 (File No.  005-62029)                  |   |

 

 

 

 

 

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