SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


[X]      Quarterly Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

                       For the Quarter Ended June 30, 1999

                                       OR

[ ]      Transition Report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

         For the transition period from   to

                             Commission File No. 0-


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


                           A South Dakota corporation


                I.R.S. Employer Identification No.46-0355586

                          PO Box 786 Aberdeen, SD 57402
                         ------------------------------
                    (Address of Principal Executive Offices)

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

                                 Not Applicable
                             -----------------------
                  (former address, if changed from last report)

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

             ___X___Yes                              _______No

Indicate the number of shares outstanding of the registrant's common stock as of
the latest practicable date: As of June 30, 1999, there were 2,639,679 shares of
common stock outstanding.






<PAGE>


                                      INDEX


PART I.           FINANCIAL INFORMATION:

Item 1.           Balance Sheet as of June 30, 1999 .............        1

                  Statements of Operations for Quarters Ended
                  June 30, 1999 and 1998 ........................        2

                  Statements of Operations for the Six Months
                  Ended June 30, 1999 and 1998 ..................        3

                  Statements of Cash Flows for the Six Months
                  Ended June 30, 1999 and 1998 ..................        4

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

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

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

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


PART II.          OTHER INFORMATION:

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

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

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

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

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

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







<PAGE>


                              WORLD SERVICES, INC.
                                  BALANCE SHEET
                                  June 30, 1999


                                     ASSETS


CURRENT ASSETS
  Cash                                                       $      43,435.89
  Money Market Fund                                                     49.49
  Certificates of Deposit                                        1,093,000.00
  Interest Receivable                                               23,550.64
                                                             ----------------
     TOTAL CURRENT ASSETS                                        1,160,036.02

INVESTMENTS AND OTHER ASSETS
  Investment-Super 8 Developers                                    568,000.00
                                                             ----------------
TOTAL OTHER ASSETS                                                 568,000.00
                                                             ----------------
TOTAL ASSETS                                                 $   1,728,036.02
                                                             ================

                      LIABILITIES AND STOCKHOLDERS EQUITY


CURRENT LIABILITIES
 Stock Redemption payable                                    $      41,321.25
 Accounts Payable                                                   11,000.00
                                                             ----------------
         TOTAL CURRENT LIABILITIES                                  52,321.25

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                                           (4,691,354.98)
                                                             ----------------
     TOTAL STOCKHOLDERS' EQUITY                                  1,675,714.77
                                                             ----------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                       $   1,728,036.02
                                                             ================






                                        1

<PAGE>


                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
                  For the Quarters Ended June 30, 1999 and 1998

                                                      1999            1998
                                                      ----            ----
REVENUE
  Dividend Income                                $   79,695.20  $     159,390.40
  Interest Income                                    14,313.51         13,296.28
                                                 -------------     -------------
     TOTAL REVENUE                                   94,008.71        172,686.68
                                                 -------------     -------------

EXPENSES
  Accounting Fees                                     3,177.50          5,486.38
  Contract Wages & Consulting                        12,260.00         22,584.10
  Faxes                                                 231.75             51.00
  Legal Fees                                          1,536.67         10,179.22
  Director Fees                                       1,950.00            750.00
  Office Supplies                                        15.96            264.80
  Printing                                              809.00            545.00
  Postage                                             2,363.29          1,501.08
  Supplies                                               87.70             18.32
  Telephone                                              38.05             47.51
  Rent                                                  750.00            500.00
  Annual Meeting                                      2,913.26              0.00
  Loss on Uncollect. Note                                 0.00          4,000.00
                                                 -------------     -------------
         TOTAL EXPENSES                              26,133.18         45,927.41
                                                 -------------     -------------

INCOME(LOSS)BEFORE INCOME TAXES                      67,875.53        126,759.27

INCOME TAXES                                              0.00              0.00
                                                 -------------     -------------
NET INCOME (LOSS)                                $   67,875.53  $     126,759.27
                                                 =============     =============

INCOME PER SHARE (Basic & Diluted)                         .03               .05
                                                 =============     =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                  2,640,000         2,640,000
                                                 =============     =============


                                        2

<PAGE>


                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
                 For the Six Months ended June 30, 1999 and 1998

                                                      1999            1998
                                                      ----            ----
REVENUE
  Dividend Income                                $   79,695.20     $  159,390.40
  Interest Income                                    28,610.43         16,459.04
                                                 -------------     -------------
     TOTAL REVENUE                                  108,305.63        175,849.44
                                                 -------------     -------------

EXPENSES
  Accounting Fees                                     8,919.50          9,149.94
  Contract Wages & Consulting                        13,645.00         25,803.10
  Faxes                                                 250.50            123.00
  Legal Fees                                          2,037.80         11,596.97
  Director Fees                                       2,400.00          2,100.00
  Office Supplies                                        15.96            401.28
  Miscellaneous                                           0.00            308.00
  Printing                                              809.00            545.00
  Postage                                             2,468.89          1,760.45
  Supplies                                              135.80            238.32
  Telephone                                              49.03            156.47
  Rent                                                1,500.00          1,250.00
  Annual Meeting                                      2,913.26              0.00
  Loss on Uncollect. Note                                 0.00          4,000.00
                                                 -------------     -------------
         TOTAL EXPENSES                              35,144.74         57,432.53
                                                 -------------     -------------

INCOME BEFORE INCOME TAXES                           73,160.89        118,416.91

INCOME TAXES                                              0.00              0.00
                                                 -------------     -------------
NET INCOME                                       $   73,160.89     $  118,416.91
                                                 =============     =============

INCOME PER SHARE (Basic & Diluted)                         .03               .05
                                                 =============     =============
WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING                                  2,640,000         2,640,000
                                                 =============     =============








                                        3

<PAGE>
<TABLE>
<CAPTION>
                                             WORLD SERVICES, INC.
                                          STATEMENTS OF CASH FLOWS
                               For the Six Months Ended June 30, 1999 and 1998


                                                                     1999                      1998
                                                                     ----                       ----
<S>                                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income                                                 $   73,160.89             $   118,416.91

  Adjustment to reconcile net income to
    net cash provided by operating
     activities:
    (Increase) Decrease in:
         Interest Receivable                                       (4,971.64)                  8,658.46
     Other Assets                                                       0.00                 (10,357.85)
     Increase (Decrease) in:
         Accounts Payable                                               0.00                  22,376.28
         Stock Redemption Payable                                  (3,067.00)                 (5,589.50)
                                                               -------------             --------------
         NET CASH PROVIDED BY
          OPERATING ACTIVITIES                                     65,122.25                 133,504.30
                                                               -------------             --------------
CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of Certificates of Deposit                      (70,000.00)                (90,000.00)
                                                               -------------             --------------
         NET CASH USED BY INVESTING
          ACTIVITIES                                              (70,000.00)                (90,000.00)
                                                               -------------             --------------

         NET INCREASE(DECREASE)IN CASH                             (4,877.75)                 43,504.30

CASH AT BEGINNING OF PERIOD                                        48,313.64                  65,451.44
                                                               -------------             --------------
CASH AT END OF PERIOD                                          $   43,435.89             $   108,955.74
                                                               =============             ==============
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 JUNE 30, 1999


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 June 30, 1999,  and the results of operations  and
cash flows for the six months ended June 30, 1999 and 1998.

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, 1998.



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, 1998,  the Company had net operating  loss carry forwards for
income tax purposes totaling approximately  $2,700,000 which expire in the years
1999 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.


NOTE 3 - Y2K COMPLIANCE
--------------------------------------------------------------------------------
The  Failure  of  Systems  and  Equipment  on which we  depend  to be 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



                                        5

<PAGE>





                              WORLD SERVICES, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)
                       FOR THE PERIOD ENDED JUNE 30, 1999


banks where we have  deposits or the company  (S8MD) 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 completed the process or
verification of whether banks and S8MD with which we have material relationships
are Year 2000 compliant.  The process of verification  included  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.















                                        6

<PAGE>



                              WORLD SERVICES, INC.

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

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

LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 1999, COMPARED TO
DECEMBER 31, 1998
--------------------------------------------------------------------------------

During the six months ended June 30, 1999, cash decreased  approximately $4,900,
as a result of  purchasing  certificates  of deposits  which are now held by the
Company.

Interest  receivable  increased from $18,579 at December 31, 1998, to $23,551 at
June 30, 1999.

Primarily  as a result of the increase in  certificates  of deposit and interest
receivable, current assets increased by $70,094, from $1,089,942 at December 31,
1998, to $1,160,036 at June 30, 1999.

Current  liabilities  decreased  $3,067 from $55,388 at December  31,  1998,  to
$52,321 at June 30, 1999.  The decrease is the result of payments  made on stock
redemption payable.

As a result of the  Company's  net  income for the six  months of  $73,161,  the
accumulated   deficit  decreased  from  $4,764,516  at  December  31,  1998,  to
$4,691,355 at June 30, 1999. As a result,  total  stockholders  equity increased
from 1,602,554 at December 31, 1998, to $1,675,715 at June 30, 1999.

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, 1998 or June 30, 1999.  As a result,  the
'current  liabilities' portion of the balance sheet reflects a "stock redemption
payable."  During  the six months  ended June 30,  1999,  the  Company  redeemed
outstanding  fractional shares with a value of approximately  $3,067.  The total
number of outstanding shares of common stock reflected on the balance sheet does
not give any effect to the fractional shares outstanding.

The company has sufficient  funds  available to meet its capital  obligations in
the foreseeable future. As noted, the future conduct of World Services' business


                                        7

<PAGE>



                              WORLD SERVICES, INC.

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

is dependent upon a number of factors,  and there can be no assurance that World
Services will be able to conduct its operations as contemplated herein.  Certain
statements contained in this report, such as the possibility that World Services
may acquire an operating  business or, if any such  business is acquired that it
can be successfully  operated, are forward-looking  statements.  The accuracy of
these statements  cannot be guaranteed as they are subject to a variety of risks
including,  but not limited to: the possibility  that World Services will not be
able to complete any such  acquisition on economic terms, if at all; and if such
an acquisition  does occur, the possibility that World Services will not be able
to operate the  business  successfully.  Furthermore,  if any  acquisition  does
occur, it will likely be accompanied by a change of control, and there can be no
assurance  that such change of control will be beneficial  to World  Services or
its existing shareholders.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999 COMPARED
TO THE SIX MONTHS ENDED JUNE 30, 1998
--------------------------------------------------------------------------------

Total  revenue for the six months ended June 30, 1999,  was $108,306 as compared
to  $175,849  for the  comparable  period  ended June 30,  1998,  a decrease  of
$67,543.  This decrease was due to a significantly smaller dividend from Super 8
Developers.  The  dividends  were  smaller  due to  Super 8  Developers'need  to
withhold funds for accelerated motel development and rapid growth.

Operating expenses were $35,145 for the six months ended June 30, 1999, compared
to $57,433 for the comparable  period ended June 30 1998, a decrease of $22,288.
This decrease was in legal, consulting fees, and loss on uncollectible note. The
large decrease in legal fees was because the 1997 OTS matter has been resolved.

Based on the foregoing,  the net income  available to  stockholders  for the six
months ended June 30, 1999,  was $73,161,  which  translates to a net income per
share of $0.03 based on 2,640,000  weighted  average  shares  outstanding.  This
compares to the net income  after taxes for the six months  ended June 30, 1998,
of  $118,416,  which  translates  to a net  income  per share of $0.05  based on
2,640,000 weighted average shares outstanding at that time.

                                        8

<PAGE>



                              WORLD SERVICES, INC.

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


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 in August of 1997.

No major changes in income or expenses are anticipated for the rest of the year.






                                        9

<PAGE>



                              WORLD SERVICES, INC.

                           PART II. OTHER INFORMATION



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


None.

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


None.

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


None.

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


On June 24, 1999, the Company held a special meeting of its shareholders in lieu
of an annual meeting. At that meeting,  the following nominees were reelected to
the Board of Directors:  Ronne Tarrell, Delores Bower, David Jorgenson,  Delbert
Harty, and Terry Heinz. No other matters were considered at the special
meeting.

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.

August 4, 1999

                                       WORLD SERVICES, INC.


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











                                       11