SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                3-31-99
Quarter Ended______________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)

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

          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 (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.

Yes X  No

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 March 31, 1999,  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 March 31, 1999 ............   1

                 Statements of Operations for Quarters Ended
                 March 31, 1999 and 1998 .......................   2

                 Statements of Cash Flows for the Three Months
                 Ended March 31, 1999 and 1998 .................   3

                 Notes to Financial Statements .................   4

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

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

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


     PART II.    OTHER INFORMATION:

     Item 1.     Legal Proceedings .............................   8

     Item 2.     Changes in Securities .........................   8

     Item 3.     Default Upon Senior Securities ................   8

     Item 4.     Submission of matters to a Vote of Security
                 Holders .......................................   8

     Item 5.     Other Information .............................   8

     Item 6.     Exhibits and Reports on Form 10-Q .............   8



<PAGE>

                              WORLD SERVICES, INC.
                                  BALANCE SHEET
                                 March 31, 1999


                                     ASSETS
                                     ------


CURRENT ASSETS
  Cash                                                         $      32,199.01
  Money Market Fund                                                       49.49
  Certificates of Deposit                                          1,031,424.26
  Interest Receivable                                                 18,483.73
                                                               ----------------
     TOTAL CURRENT ASSETS                                          1,082,156.49

INVESTMENTS AND OTHER ASSETS
  Investment-Super 8 Developers                                      568,000.00
                                                               ----------------
TOTAL OTHER ASSETS                                                   568,000.00
                                                               ----------------
TOTAL ASSETS                                                   $   1,650,156.49
                                                               ================

                      LIABILITIES AND STOCKHOLDERS EQUITY
                      -----------------------------------


CURRENT LIABILITIES
 Stock Redemption payable                                      $      42,317.25
                                                               ----------------
         TOTAL CURRENT LIABILITIES                                    42,317.25

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                                             (4,759,230.51)
                                                               ----------------
     TOTAL STOCKHOLDERS' EQUITY                                    1,607,839.24
                                                               ----------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                         $   1,650,156.49
                                                               ================

                                        1

<PAGE>

                              WORLD SERVICES, INC.
                            STATEMENTS OF OPERATIONS
                 For the Quarters Ended March 31, 1999 and 1998

                                                     1999             1998
                                                     ----             ----
REVENUE
  Interest Income                               $   14,296.92     $    3,162.76
                                                -------------     -------------
     TOTAL REVENUE                                  14,296.92          3,162.76
                                                -------------     -------------

EXPENSES
  Accounting Fees                                    5,742.00          3,663.56
  Contract Wages & Consulting                        1,385.00          3,219.00
  Faxes                                                 18.75             72.00
  Legal Fees                                           501.13          1,417.75
  Director Fees                                        450.00          1,350.00
  Office Supplies                                        0.00            136.48
  Miscellaneous                                          0.00            308.00
  Postage                                              105.60            259.37
  Supplies                                              48.10            220.00
  Telephone                                             10.98            108.96
  Rent                                                 750.00            750.00
                                                -------------     -------------
         TOTAL EXPENSES                              9,011.56         11,505.12
                                                -------------     -------------

INCOME(LOSS)BEFORE INCOME TAXES                      5,285.36         (8,342.36)

INCOME TAXES                                             0.00              0.00
                                                -------------     -------------
NET INCOME (LOSS)                               $    5,285.36     $   (8,342.36)
                                                =============     =============

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

* Less than $0.01 per share.

                                                       

                                        2

<PAGE>

                              WORLD SERVICES, INC.
                            STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1999 and 1998


                                                         1999           1998
                                                         ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income                                        $ 5,285.36     $(8,342.36)

  Adjustment to reconcile net income to
    net cash used in operating
     activities:
    (Increase) Decrease in:
     Interest Receivable                                   95.27       5,375.46
     Other Assets                                           0.00      (8,177.82)
     Increase (Decrease) in:
     Accounts Payable                                 (11,000.00)          0.00
     Stock Redemption Payable                          (2,071.00)     (3,293.50)
                                                      ----------     ----------
     NET CASH PROVIDED(USED)BY
      OPERATING ACTIVITIES                             (7,690.37)    (14,438.22)
                                                      ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of Certificates of Deposit              (8,424.26)          0.00
                                                      ----------     ----------
      NET CASH USED BY INVESTING
       ACTIVITIES                                      (8,424.26)          0.00
                                                      ----------     ----------

      NET INCREASE(DECREASE)IN CASH                   (16,114.63)    (14,438.22)

CASH AT BEGINNING OF PERIOD                            48,313.64      65,451.44
                                                      ----------     ----------
CASH AT END OF PERIOD                                 $32,199.01     $51,013.22
                                                      ==========     ==========
SUPPLEMENTAL DISCLOSURES
  Cash payments for:
    Income taxes                                      $     0.00     $     0.00
                                                      ==========     ==========
    Interest paid                                     $     0.00     $     0.00
                                                      ==========     ==========


                                        3

<PAGE>

                              WORLD SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED MARCH 31, 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 March 31, 1999,  and the results of operations and
Statements of Cash Flows for the three months ended March 31, 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 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


                                        4

<PAGE>

                              WORLD SERVICES, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)
                       FOR THE PERIOD ENDED MARCH 31, 1999


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 or  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.


                                        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 - MARCH 31, 1999, COMPARED TO DECEMBER 31, 1998
--------------------------------------------------------------------------------

During the three  months  ended March 31,  1999,  cash  decreased  approximately
$16,100, as a result of paying off accounts payable and purchasing  certificates
of deposits which are now held by the Company.

Interest  receivable  decreased from $18,579 at December 31, 1998, to $18,484 at
March 31, 1999.

Primarily  as a result of the  decrease in cash,  current  assets  decreased  by
$7,786,  from  $1,089,942 at December 31, 1998, to $1,082,156 at March 31, 1999.
This decrease in cash is mainly due to paying off accounts payable.

Current  liabilities  decreased  $13,071 from  $55,388 at December 31, 1998,  to
$42,317 at March 31,  1999.  The  decrease is the result of paying off  accounts
payable and payments made on stock redemption payable.

As a result of the  Company's  net  income for the three  months of $5,285,  the
accumulated   deficit  decreased  from  $4,764,516  at  December  31,  1998,  to
$4,759,231 at March 31, 1999. As a result,  total stockholders  equity increased
from 1,602,554 at December 31, 1998, to $1,607,839 at March 31, 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 March 31, 1999.  As a result,  the
'current  liabilities' portion of the balance sheet reflects a "stock redemption
payable."  During the three months ended March 31,  1999,  the Company  redeemed
outstanding  fractional shares with a value of approximately  $2,071.  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 - THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1998
--------------------------------------------------------------------------------

Total revenue for the three months ended March 31, 1999, was $14,297 as compared
to $3,163 for the  comparable  period  ended  March 31,  1998,  an  increase  of
$11,134.

Operating  expenses  were  $9,012 for the three  months  ended  March 31,  1999,
compared to $11,505 for the comparable period ended March 31 1998, a decrease of
$2,493. This decrease was in legal, director, and consulting fees.

Based on the foregoing,  the net income  available to stockholders for the three
months ended March 31, 1999,  was $5,285,  which  translates to a net income per
share of less than $0.01 based on 2,640,000 weighted average shares outstanding.
This  compares to the net loss after taxes for the three  months ended March 31,
1998,  of $8,342,  which  translates  to a net loss per share of less than $0.01
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>

                              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
--------------------------------------------------------------------------------

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


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

None.


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

Exhibit 27 - Financial Data Schedule.





                                        8

<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.

April 28, 1999

                                                    WORLD SERVICES, INC.


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


                                        9