SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A#1
                    QUARTER REPORT UNDER SECTION 13 0R 15(d)


                 
Quarter Ended    9-30-98    Commission File Number 
             ---------------                      -------------

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

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

PO Box 786 Aberdeen, South Dakota                            57402
---------------------------------------           --------------------------
(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  X 13 or 15 (d) of the
Securities  Exchange  Act of 1934 during the  preceding 12 months   Yes  X
(or for such shorter  period that the  registrant was required to      -----
file  such  reports),  and (2) has been  subject  to such  filing   No  
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, 1998, Registrant had 2,639,679 shares of its $.001 par value
common stock outstanding.

<PAGE>

                              INDEX


PART I.         FINANCIAL INFORMATION:

Item 1.         Balance Sheet as of September 30, 1998 .................1

                Statements of Operations for Quarters Ended
                September 30, 1998 and 1997 ............................2

                Statements of Operations for the Nine Months
                Ended September 30, 1998 and 1997 ......................3

                Statements of Cash Flows for the Nine Months
                Ended September 30, 1998 and 1997 ......................4

                Notes to Financial Statements ..........................5

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

                Liquidity and Capital Resources ........................6

                Results of Operations ..................................7

                Y2K Compliance .........................................8

PART II.        OTHER INFORMATION:

Item 1.         Legal Proceedings ......................................9

Item 2.         Changes in Securities ..................................9

Item 3.         Default Upon Senior Securities .........................9

Item 4.         Submission of matters to a Vote of Security
                Holders ................................................9

Item 5.         Other Information .....................................10

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


<PAGE>



                              WORLD SERVICES, INC.
                                  BALANCE SHEET
                               September 30, 1998


                                        ASSET
CURRENT ASSETS                                   
  Cash                                                            $   89,220.49
  Certificates of Deposit                                            580,000.00
  Interest Receivable                                                 14,408.00
                                                                  -------------
     TOTAL CURRENT ASSETS                                            683,628.49

INVESTMENTS AND OTHER ASSETS
  United States Treasury Note                                        419,387.58
  Investment-Super 8 Developers                                      568,000.00
                                                                  -------------
TOTAL OTHER ASSETS                                                   987,387.58
                                                                  -------------
TOTAL ASSETS                                                      $1,671,016.07
                                                                  =============


                      LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES
  Stock Redemption payable                                        $   66,656.50
                                                                  -------------
        TOTAL CURRENT LIABILITIES                                     66,656.50

STOCKHOLDERS EQUITY
  Common stock, par value $.001 per
        share; (50,000,000 shares
        authorized)with
        2,640,000 shares issued                                        2,715.00
  Additional paid in capital                                       6,364,354.75
  Accumulated Deficit                                             (4,762,710.18)
                                                                  -------------
     TOTAL STOCKHOLDERS' EQUITY                                    1,604,359.57
                                                                  -------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                            $1,671,016.07
                                                                  =============

                                       1
<PAGE>

                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
               For the Quarters Ended September 30, 1998 and 1997

                                                     1998              1997
                                                     ----              ----
REVENUE
  Dividend Income                               $  159,390.40     $        0.00
  Interest Income                                   13,502.33          6,541.84
  Undistributed Income/Loss                              0.00          8,100.00
                                                -------------     -------------
     TOTAL REVENUE                                 172,892.73         14,641.84
                                                -------------     -------------

EXPENSES
  Accounting Fees                                    2,399.00          3,120.80
  Contract Wages & Consulting                        4,249.61         13,907.20
  Faxes                                                 30.00            141.75
  Legal Fees                                           773.87          7,591.77
  Director Fees                                      1,350.00          3,150.00
  Office Supplies                                      366.71             13.80
  Printing                                             119.00          6,786.94
  Postage                                              416.00          2,252.05
  Supplies                                              36.20            133.30
  Telephone                                             48.01             77.77
  Rent                                                 750.00              0.00
  Annual Meeting                                         0.00            462.06
                                                -------------     -------------
        TOTAL EXPENSES                              10,538.40         37,637.44
                                                -------------     -------------

INCOME(LOSS)BEFORE INCOME TAXES                    162,354.33        (22,995.60)

INCOME TAXES                                             0.00              0.00
                                                -------------     -------------
NET INCOME (LOSS)                               $  162,354.33     $  (22,995.60)
                                                =============     =============

INCOME PER SHARE (Basic & Diluted)                        .06              *
                                                =============     =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                 2,640,000         2,640,000
                                                =============     =============

* Less than $0.01 per share.


                                       2
<PAGE>

                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
              For the Nine Months ended September 30, 1998 and 1997

                                                      1998              1997
                                                      ----              ----
REVENUE
  Dividend Income                                $  318,780.80     $  239,085.60
  Interest Income                                    29,961.37         31,399.35
  Stock Transfer Fees                                     0.00             39.75
  Undistributed Income/Loss                               0.00         45,100.00
                                                 -------------     -------------
     TOTAL REVENUE                                  348,742.17        315,624.70
                                                 -------------     -------------

EXPENSES
  Accounting Fees                                    11,548.94         11,736.60
  Contract Wages & Consulting                        30,052.71         16,547.20
  Faxes                                                 153.00            281.25
  Legal Fees                                         12,370.84         35,054.97
  Director Fees                                       3,450.00          6,300.00
  Office Supplies                                       767.99            133.15
  Printing                                              664.00          7,769.29
  Postage                                             2,176.45          2,663.55
  Supplies                                              274.52            335.03
  Telephone                                             204.48            121.89
  Rent                                                2,000.00          1,820.00
  Travel                                                  0.00            447.80
  Miscellaneous Expense                                 308.00              0.00
  Annual Meeting                                          0.00            462.06
  Loss on Uncollectible Note                          4,000.00              0.00
                                                 -------------     -------------
        TOTAL EXPENSES                               67,970.93         83,672.79
                                                 -------------     -------------

INCOME BEFORE INCOME TAXES                          280,771.24        231,951.91

INCOME TAXES                                              0.00              0.00
                                                 -------------     -------------
NET INCOME                                       $  280,771.24     $  231,951.91
                                                 =============     =============

INCOME PER SHARE (Basic & Diluted)                         .10               .08
                                                 =============     =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                  2,640,000         2,640,000
                                                 =============     =============

* Less than $0.01 per share.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                 WORLD SERVICES, INC.
                               STATEMENTS OF CASH FLOWS
                For the Nine Months Ended September 30, 1998 and 1997

                                                            1998             1997
                                                            ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>            <C>          
    Net Income                                           $280,771.24       $231,951.91

  Adjustment to reconcile net income to
    net cash used in operating
     activities:
    Equity in Earning of Affiliates                             0.00        (45,100.00)
         (Increase) Decrease in:
         Interest Receivable                                5,636.46              0.00
         Other Assets                                     (15,899.15)         1,490.13
    Increase (Decrease) in:
      Stock Redemption Payable                             (6,739.50)             0.00
                                                         -----------       -----------
        NET CASH PROVIDED BY OPERATING
         ACTIVITIES                                       263,769.05        188,342.04
                                                         -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of Certificates of Deposit              (240,000.00)      (200,000.00)
                                                         -----------       -----------
        NET CASH USED BY INVESTING
         ACTIVITIES                                      (240,000.00)      (200,000.00)
                                                         -----------       -----------

        NET INCREASE IN CASH                               23,769.05        (11,657.96)

CASH AT BEGINNING OF PERIOD                                65,451.44         27,652.56
                                                         -----------       -----------
CASH AT END OF PERIOD                                    $ 89,220.49       $ 15,994.60
                                                         ===========       ===========
SUPPLEMENTAL DISCLOSURES Cash payments for:
    Income taxes                                         $      0.00       $      0.00
                                                         ===========       ===========
    Interest paid                                        $      0.00       $      0.00
                                                         ===========       ===========

                                          4
</TABLE>

<PAGE>


                              WORLD SERVICES, INC.

                         NOTES TO FINANCIAL STATEMENTS
                    FOR THE PERIOD ENDED SEPTEMBER 30, 1998


In the  opinion of  management  of World  Services,  Inc.,  (the  Company),  the
accompanying unaudited financial statements reflect all adjustments  (consisting
of only normal  recurring  accruals)  necessary to present  fairly the financial
position of the company as of September 30, 1998,  and the results of operations
and  Statements  of Cash Flows for the nine months ended  September 30, 1998 and
1997.

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, 1997.



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, 1997,  the Company had net operating  loss carry forwards for
income tax purposes totaling approximately  $3,100,000 which expire in the years
1998 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.


                                       5
<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, 1998,  COMPARED TO DECEMBER 31,
1997

During the nine months ended  September 30, 1998,  cash increased  approximately
$23,800  as a result of the  receipt  of a dividend  of  approximately  $318,800
received  from  Super  8  Motel   Developers   less  the  purchase  of  $240,000
certificates of deposits which are now held by the Company.

Interest  receivable  decreased from $20,044 at December 31, 1997, to $14,408 at
September 30, 1998.

Primarily as a result of the receipt of the Super 8 Motel  Developers  Dividend,
current  assets  increased by $258,132,  from  $425,496 at December 31, 1997, to
$683,628 at September 30, 1998.

Current  liabilities  decreased  $6,739,  from $73,396 at December 31, 1997,  to
$66,657 at September  30, 1998.  The decrease is the result of payments  made on
stock redemption payable.

As a result of the  Company's  net income for the nine months of  $280,771,  the
accumulated   deficit  decreased  from  $5,043,481  at  December  31,  1997,  to
$4,762,710  at  September  30,  1998.  As a result,  total  stockholders  equity
increased  from  1,323,588 at December 31, 1997,  to $1,604,360 at September 30,
1998.

In August of 1997,  the Company  completed a reverse  stock split  followed by a
forward stock split.  Following the reverse stock split,  there were a number of
fractional shares which were redeemed. Not all of the fractional shares had been
submitted  for payment by December 31, 1997 or September  30, 1998. As a result,
the  'current  liabilities'  portion  of the  balance  sheet  reflects  a "stock
redemption  payable."  During the nine months  ended  September  30,  1998,  the
Company  redeemed  outstanding  fractional  shares with a value of approximately
$6,700.  The total number of outstanding shares of common stock reflected on the
balance sheet does not give any effect to the fractional shares outstanding.

                                       6
<PAGE>


                              WORLD SERVICES, INC.

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


RESULTS OF  OPERATIONS - NINE MONTHS ENDED  SEPTEMBER  30, 1998  COMPARED TO THE
NINE MONTHS ENDED SEPTEMBER 30, 1997

Total  revenue for the nine months ended  September  30,  1998,  was $348,742 as
compared to $315,625 for the  comparable  period ended  September  30, 1997,  an
increase of $33,117.  The increase is due to an exceptionally good dividend paid
by  Super 8 Motel  Developers  because  of the  profitable  sale of one of their
motels.

Operating  expenses  were $67,971 for the nine months ended  September 30, 1998,
compared  to $83,673  for the  comparable  period  ended  September  30 1997,  a
decrease of $15,702. The majority of this decrease was in legal fees.

Based on the foregoing,  the net income  available to stockholders  for the nine
months ended  September 30, 1998,  was  $280,771.24,  which  translates to a net
income per share of $.10 based on 2,640,000 weighted average shares outstanding.
This compares to the net income after taxes for the nine months ended  September
30, 1997, of $231,951,  which translates to a net income per share of $.08 based
on 2,640,000 weighted average shares outstanding at that time.

The  weighted  average  number of shares has been  adjusted  for the reverse and
forward stock splits  completed in August of 1997 and for the  repurchase of the
fractional  shares  resulting from the reverse stock split,  all as described in
the Company's proxy statement for the shareholders' meeting August 1997.


                                       7
<PAGE>


Y2K COMPLIANCE

The  Failure  of  Systems  and  Equipment  on which we  depend  to by Year  2000
compliant could adversely affect our business.

Computer programs or other embedded  technology that have been written using two
digits to define  the  applicable  year and that have  time-sensitive  logic may
recognize  a date using "00" as the Year 1900  rather  than the Year 2000.  This
could result in widespread  miscalculations  or system  failures.  If we and the
banks  where  we have  deposits  or the  subsidiary  company  in which we hold a
minority  stock  interest  are  unable to address  Year 2000  issues in a timely
manner,  it could  result in  material  financial  risk,  including  the loss of
revenue and  unanticipated  costs.  Therefore,  we plan to devote all  resources
necessary to resolve significant Year 2000 issues in a timely manner.

Both information technology systems and non-IT systems using embedded technology
may be affected by the Year 2000. We have completed the assessment  phase of our
Year 2000 program. We only have one computer and it's software is Y2K compliant.
Since we are currently a non-operating  company,  we expect little impact of Y2K
issues  on our cash  flow or  financial  condition.  We have not  completed  the
process of  verification  of  whether  banks and  subsidiary  with which we have
material  relationships  are Year 2000  compliant.  We intend to  complete  this
verification  process with our banks and  subsidiary by the quarter  ending June
30, 1999.  The process of  verification  includes  contacting  each  vendor's IT
department  to  determine  their  state of Year 2000  readiness  and  requesting
written documentation outlining each vendor's Year 2000 compliance plan.

We estimate that  expenditures  for Year 2000 issues will be less than $1,000.00
for fiscal 1999.  However,  we are not able to determine the total costs for our
year 2000  program or whether  the Year 2000 will have a material  effect on our
financial condition, results of operations or cash flows.

                                       8

<PAGE>


                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION

ITEM 1. - LEGAL PROCEEDINGS


The Company is not a party to any legal  proceedings  except as follows,  and no
such proceedings are known to be contemplated.

The Company was a plaintiff in a civil action in the Circuit  Court of the Fifth
Judicial  Circuit  of the  State of South  Dakota  (Civ97-187,  entitled  "World
Services,  Inc. vs. Murray Woulfe") against Murray Woulfe, a former president of
World  Services,  on a promissory  note. The actions sought  recovery of $19,000
plus interest and costs.  Mr.  Woulfe denied  liability and claimed that he owed
World Services no obligation under the promissory note. The matter was scheduled
for trial in May of 1998 and was held  before one of the  Circuit  Judges of the
Fifth Judicial Circuit in and for the County of Brown, State of South Dakota. As
to the ultimate result,  Plaintiff expected to prevail;  however,  the defendant
had the right of appeal to the appellate court of the State of South Dakota. Mr.
Woulfe  made  material  counterclaims  against  World  Services.  The  defendant
prevailed and therefore World Services did not recover the $19,000 plus interest
and costs.  The  counterclaim  resulted  in the  plaintiff  owing the  defendant
$8,099.10  and  writing  off $4,000 in  receivables.  The  financial  statements
reflect these results.

ITEM 2. - CHANGES IN SECURITIES


None.


ITEM 3. - DEFAULT UPON SENIOR SECURITIES


None.

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


There were no  shareholder  meetings and no matters were  submitted to a vote of
shareholders during the second quarter of the fiscal year.

                                       9
<PAGE>

                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION
                                   (Continued)



ITEM 5. - OTHER INFORMATION


None.

ITEM 6. - EXHIBITS


Exhibit 27 - Financial Data Schedule.


                                       10
<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.

March 24, 1999

                                                      WORLD SERVICES, INC.


                                                By: /s/ Ronne Tarrell
                                                   -----------------------------
                                                Ronne Tarrell, President, Chief
                                                Executive Officer and Principal
                                                Financial Officer




                                       11